Bitcoin Depot (BTM) S-1/A 4 Aug 23 IPO registration (amended) Financial data

Cover Page

Cover Page	3 Months Ended
	Mar. 31, 2023
Document Information [Line Items]
Document Type	S-1/A
Amendment Flag	false
Entity Registrant Name	BITCOIN DEPOT INC.
Entity Central Index Key	0001901799
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, State or Province	GA
Entity Tax Identification Number	87-3219029
Entity Address, Address Line One	3343 Peachtree Road NE
Entity Address, Address Line Two	Suite 750
Entity Address, City or Town	Atlanta
Entity Address, Postal Zip Code	30326
City Area Code	678
Local Phone Number	435-9604
Entity Incorporation, State or Country Code	DE
Entity Primary SIC Number	6199
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	3343 Peachtree Road NE
Entity Address, Address Line Two	Suite 750
Entity Address, City or Town	Atlanta
Entity Address, Postal Zip Code	30326
City Area Code	678
Local Phone Number	435-9604
Contact Personnel Name	Brandon Mintz

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 75,352	$ 477,195	$ 44,739
Prepaid expenses	452,625	500,417
Total current assets	527,977	977,612	44,739
Deferred offering costs associated with initial public offering			350,201
Investments held in Trust Account	328,325,574	325,436,230
Total Assets	328,853,551	326,413,842	394,940
Current liabilities:
Accounts payable	254,704	105,642
Accrued expenses	4,661,083	3,184,482	300,000
Franchise tax payable	50,000	200,050	905
Income tax payable	1,529,043	890,770
Note payable—related party			80,000
Total current liabilities	6,494,830	4,380,944	380,905
Commitments and Contingencies (Note 6)
Class A common stock, 100,000,000 shares authorized; 31,625,000 shares subject to possible redemption issued and outstanding at $10.33 and $10.25 per share as of March 31, 2023 and December 31, 2022, respectively	326,646,768	324,245,647	0
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0	0
Additional paid-in capital	0	0	24,209
Accumulated deficit	(4,288,838)	(2,213,540)	(10,965)
Total stockholders' deficit	(4,288,047)	(2,212,749)	14,035
Total Liabilities and Stockholders' Deficit	328,853,551	326,413,842	394,940
Common Class A [Member]
Stockholders' Deficit:
Common Stock	0	0	0
Common Class B [Member]
Stockholders' Deficit:
Common Stock	$ 791	$ 791	$ 791

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Common Class A [Member]
Temporary equity, shares authorized	100,000,000	100,000,000	100,000,000
Temporary equity, shares outstanding	31,625,000	31,625,000	0
Temporary equity, Shares issued	31,625,000	31,625,000	0
Temporary equity, redemption price per share	$ 10.33	$ 10.25	$ 0
Common stock, par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	0	0	0
Common stock, shares outstanding	0	0	0
Common Class B [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000	20,000,000
Common stock, shares issued	7,906,250	7,906,250	7,906,250
Common stock, shares outstanding	7,906,250	7,906,250	7,906,250

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended			12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
General and administrative expenses	$ 2,075,298	$ 162,637	$ 10,060	$ 5,079,232
Franchise tax expenses	50,000	49,813	905	199,813
Loss from operations	(2,125,298)	(212,450)	(10,965)	(5,279,045)
Other income:
Change in value of investments held in Trust Account	3,089,394	(226,760)	0	4,442,480
Total other income (expense)	3,089,394	(226,760)	0	4,442,480
Income (Loss) before income tax expense	964,096	(439,210)	(10,965)	(836,566)
Income tax expense	638,273	0	0	890,770
Net income (loss)	325,823	(439,210)	(10,965)	(1,727,335)
Common Class A [Member]
Other income:
Net income (loss)	$ 740,883	$ 11,119,824	$ 0	$ 5,378,393
Weighted average shares outstanding, Basic	31,625,000	10,893,056	0	26,513,014
Basic net income (loss) per share	$ 0.02	$ 1.02	$ 0	$ 0.2
Weighted average shares outstanding, Diluted	31,625,000	10,893,056	0	26,513,014
Diluted net income (loss) per share	$ 0.02	$ 1.02	$ 0	$ 0.2
Common Class B [Member]
Other income:
Net income (loss)	$ (415,060)	$ (11,559,034)	$ (10,965)	$ (7,105,728)
Weighted average shares outstanding, Basic	7,906,250	7,906,250	7,906,250	7,906,250
Basic net income (loss) per share	$ (0.05)	$ (1.46)	$ 0	$ (0.9)
Weighted average shares outstanding, Diluted	7,906,250	7,906,250	7,906,250	7,906,250
Diluted net income (loss) per share	$ (0.05)	$ (1.46)	$ 0	$ (0.9)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit - USD ($)	Total	Common Class B [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Oct. 13, 2021	$ 0		$ 0	$ 0	$ 0
Beginning Balance (Shares) at Oct. 13, 2021			0
Issuance of Class B common stock to Sponsor, Shares			7,906,250
Issuance of Class B common stock to Sponsor	25,000		$ 791	24,209
Net income (loss)	(10,965)	$ (10,965)			(10,965)
Ending Balance at Dec. 31, 2021	14,035		$ 791	24,209	(10,965)
Ending Balance (Shares) at Dec. 31, 2021			7,906,250
Net income (loss)	(439,210)	(11,559,034)			(439,210)
Sale of private placement warrants to Sponsor in private placement	12,223,750			12,223,750
Fair value of warrants and rights included in the Units sold in the Initial Public Offering	17,710,000			17,710,000
Offering costs associated with issuance of warrants as part of the Units in the Initial Public Offering (net of reimbursement from underwriter)	(135,698)			(135,698)
Accretion for Class A common stock to redemption amount	(27,045,604)			(27,045,604)
Ending Balance at Mar. 31, 2022	2,327,273		$ 791	2,776,657	(450,175)
Ending Balance (Shares) at Mar. 31, 2022			7,906,250
Beginning Balance at Dec. 31, 2021	14,035		$ 791	24,209	(10,965)
Beginning Balance (Shares) at Dec. 31, 2021			7,906,250
Net income (loss)	(1,727,335)	(7,105,728)			(1,727,335)
Sale of private placement warrants to Sponsor in private placement	12,223,750			12,223,750
Fair value of warrants and rights included in the Units sold in the Initial Public Offering	17,710,000			17,710,000
Offering costs associated with issuance of warrants as part of the Units in the Initial Public Offering (net of reimbursement from underwriter)	(135,698)			(135,698)
Accretion for Class A common stock to redemption amount	(30,297,501)			(29,822,261)	(475,240)
Ending Balance at Dec. 31, 2022	(2,212,749)		$ 791	0	(2,213,540)
Ending Balance (Shares) at Dec. 31, 2022			7,906,250
Net income (loss)	325,823	$ (415,060)			325,823
Accretion for Class A common stock to redemption amount	(2,401,121)				(2,401,121)
Ending Balance at Mar. 31, 2023	$ (4,288,047)		$ 791	$ 0	$ (4,288,838)
Ending Balance (Shares) at Mar. 31, 2023			7,906,250

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended			12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 325,823	$ (439,210)	$ (10,965)	$ (1,727,335)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in value of investments held in Trust Account	(3,089,394)	226,760	0	(4,442,480)
Changes in operating assets and liabilities:
Prepaid expenses	47,792	(923,011)	0	(500,417)
Accounts payable	149,062	8,215	0	105,642
Accrued expenses	1,476,601	(10,000)	10,000	3,104,483
Franchise tax payable	(150,050)	49,145	905	199,145
Income tax payable	638,273	0	0	890,770
Net cash used in operating activities	(601,893)	(1,088,101)	(60)	(2,370,193)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	0	(320,993,750)	0	(320,993,750)
Cash withdrawn from Trust Account for tax payments	200,050	0
Net cash provided by (used in) investing activities	200,050	(320,993,750)	0	(320,993,750)
Cash Flows from Financing Activities:
Proceeds form issuance of Class B common stock to Sponsor			25,000	0
Proceeds from note payable to related party	0	161,543	85,000	161,543
Repayment of note payable to related party	0	(241,543)	(5,000)	(241,543)
Proceeds received from initial public offering, gross	0	316,250,000	0	316,250,000
Proceeds received from private placement	0	12,223,750	0	12,223,750
Offering costs paid (net of reimbursement from underwriter)	0	(4,597,351)	(60,201)	(4,597,351)
Net cash provided by financing activities	0	323,796,399	44,799	323,796,399
Net Change in Cash	(401,843)	1,714,548	44,739	432,456
Cash – Beginning of period	477,195	44,739	0	44,739
Cash – End of period	75,352	1,759,287	44,739	477,195
Non-Cash investing and financing activities:
Offering costs included in accrued expenses	0	70,000	290,000	70,000
Reversal of accrued offering costs	$ 0	$ (290,000)	$ 0	$ 290,000

Description Of Organization, Bu

Description Of Organization, Business Operations And Going Concern Consideration	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description Of Organization, Business Operations And Going Concern Consideration	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN CONSIDERATION GSR II Meteora Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on October 14, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified (“Business Combination”). As of March 31, 2023, the Company had not yet commenced operations. All activity through March 31, 2023 relates to the Company’s formation and the Company’s initial public offering (the “Initial Public Offering”), which is described below, and since the Initial Public Offering, its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income The Company’s sponsor is GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 24, 2022. On March 1, 2022, the Company consummated its Initial Public Offering of 31,625,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the issuance of 4,125,000 Units as a result of the underwriter’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $316.3 million, and incurring offering costs of approximately $4.7 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 12,223,750 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.2 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $321.0 million ($10.15 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act. The Company will provide holders of the Company’s outstanding Public Shares sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the Share). The Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of holders of Public Shares or pre-initial Business The Company has 15 months from the closing of the Initial Public Offering, or June 1, 2023, to complete the initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 15 months, the Company may, but is not obligated to, extend the period of time to consummate a Business Combination by three additional one-month periods Warrants. If a per-share price, The Proposed Business Combination On August 23, 2022, the board of directors of the Company unanimously approved the transaction agreement (the “Transaction Agreement”), dated on August 24, 2022 and was later amended on February 13, 2023 and April 4, 2023, by and among the Company, the Sponsor, BT Assets, Inc., a Delaware corporation (“BT Assets”), and Lux Vending, LLC, a Georgia limited liability company and a wholly owned subsidiary of BT Assets, dba Bitcoin Depot (“Lux Vending”). The Transaction Agreement and the transactions contemplated thereby were approved by the board of directors of the Company and the leadership team of BT Assets. Upon the consummation of the transactions contemplated by the Transaction Agreement (the “Closing”), the Company will change its name to Bitcoin Depot Inc. (and the combined post-business combination company will be reorganized into an umbrella partnership C corporation (or “Up-C”) Upon the terms and subject to the conditions of the Transaction Agreement, in accordance with the Delaware General Corporation Law, and prior to or at the Closing, the Company, Sponsor, Lux Vending and BT Assets will enter into the following transactions: (i) Lux Vending will merge with and into a newly-formed Delaware limited liability company known as “Bitcoin Depot Operating LLC” (“BT OpCo”); (ii) BT Assets will sell, transfer, assign, convey and deliver to us and the we will purchase and accept from BT Assets, the Purchased Common Units in exchange for certain cash consideration (the “Over the Top Consideration”). (iii) The Company will assign, transfer, contribute and deliver to BT OpCo certain cash consideration (the “Contribution Amount”), and BT OpCo will issue and deliver to the Company (x) at the Closing, the Contribution Common Units, and (y) at the Closing and immediately following the effectiveness of BT OpCo amending and restating its limited BT OpCo A&R LLC Agreement, certain Matching Warrants and PubCo Earn-Out On April 4, 2023, the Company, the Sponsor, Lux Vending and BT Assets entered into a Second Amendment (the “Second Amendment”) to the Transaction Agreement. The Second Amendment provides for an amendment to the definition of the “Agreement End Date” in the Transaction Agreement and changes the date listed therein from April 7, 2023 to May 15, 2023 or such later date as may be mutually agreed upon by the Company and Lux Vending. Going Concern Consideration As of March 31, 2023, the Company had approximately $75,000 in cash, and working capital deficit of approximately $6.0 million (taking into account tax obligations of approximately $1.6 million; however, such amount may be paid by proceeds earned from interest income on investments held in Trust Account, to the extent available). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), and loan proceeds from the Sponsor of approximately $242,000 under the Note (as defined in Note 5). The Company repaid the Note in full on March 4, 2022. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 5) as may be required (of which up to $1.5 million may be converted at the lender’s option into warrants). The Company. Management Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurc hased not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have n ot been bination.	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN CONSIDERATION GSR II Meteora Acquisition Corp. (the “Company”) is a blank check as asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). As of December 31, 2022, the Company had not yet commenced operations. All activity through December 31, 2022 relates to the Company’s formation and the Company’s initial public offering (the “Initial Public Offering”), which is described below, and since the Initial Public Offering, its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income from The Company’s sponsor is GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 12,223,750 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.2 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $321.0 million ($10.15 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act. The Company will provide holders of the Company’s outstanding Public Shares sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder Share). The Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of holders of Public Shares or pre-initial Business Combination The Company has 15 months from the closing of the Initial Public Offering, or June 1, 2023, to complete the initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 15 months, the Company may, but is not obligated to, extend the period of time to consummate a Business Combination by three additional one-month months). The Public Stockholders will not be entitled to vote on, or redeem their shares in connection with, any such extension. In order to extend the time available for the Company to consummate the initial Business Combination, the Sponsor or its affiliates or designees, upon five business days’ advance notice prior to each deadline, must deposit into the Trust Account an additional $ per share of Class A common stock then outstanding (or $ in the aggregate) on or prior to the date of such deadline. In connection with each such additional deposit, the Sponsor or its affiliates or designees will receive an additional of up to Private Placement Warrants with the same terms as the original Private Placement Warrants. If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (or up to 16 months, at a per-share price, payable earned on the The Proposed Business Combination On October 4, 2022, the board of directors of the Company unanimously approved the transaction agreement (the “Transaction Agreement”), dated on August 24, 2022 and was later amended on February 13, 2023, by and among the Company, the Sponsor, BT Assets, Inc., a Delaware corporation (“BT Assets”), and Lux Vending, LLC, a Georgia limited liability company and a wholly owned subsidiary of BT Assets, dba Bitcoin Depot (“Lux Vending”). The Transaction Agreement and the transactions contemplated thereby were approved by the board of directors of the Company and the leadership team of BT Assets. Upon the consummation of the transactions contemplated by the Transaction Agreement (the “Closing”), the Company will change its name to Bitcoin Depot Inc. (and the combined post-business combination company will be reorganized into an umbrella partnership C corporation (or “Up-C”) structure). All of the terms used, but not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement. Upon the terms and subject to the conditions of the Transaction Agreement, in accordance with the Delaware General Corporation Law, and prior to or at the Closing, the Company, Sponsor, Lux Vending and BT Assets will enter into the following transactions: (i) Lux Vending will merge with and into a newly-formed Delaware limited liability company known as “Bitcoin Depot Operating LLC” (“BT OpCo”); (ii) BT Assets will sell, transfer, assign, convey and deliver to us and the we will purchase and accept from BT Assets, the Purchased Common Units in exchange for certain cash consideration (the “Over the Top Consideration”). (iii) The Company will assign, transfer, contribute and deliver to BT OpCo certain cash consideration (the “Contribution Amount”), and BT OpCo will issue and deliver to the Company (x) at the Closing, the Contribution Common Units, and (y) at the Closing and immediately following the effectiveness of BT OpCo amending and restating its limited BT OpCo A&R LLC Agreement, certain Matching Warrants and PubCo Earn-Out Units. The Over the Top Consideration and the Contribution Amount will be distributed in accordance with the Cash Distribution Waterfall as set forth in the Transaction Agreement. Going Concern Consideration As of December 31, 2022, the Company had approximately $477,000 in cash, and working capital deficit of approximately $3.4 million (including tax obligations of approximately $1.1 million; however, such amount may be paid by proceeds earned from interest income on investments held in Trust Account, to the extent available). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), and loan proceeds from the Sponsor of approximately $242,000 under the Note (as defined in Note 5). The Company repaid the Note in full on March 4, 2022. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 5) as may be required (of which up to $1.5 million may be converted at the lender’s option into warrants). The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company has until June 1, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time, and if a Business Combination is not consummated by this date, then there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition is not sufficient to meet the Company’s obligations through June 1, 2023 or for a period of time within one year from the date the financial statements are issued. Additionally, the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the initial Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the initial Business Combination will be successful or successful within the Combination Period (by ). These conditions and events, and the uncertainty thereto, has created substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on uncertainty. Various On Augus t 16, 2022

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP and have not been audited by the Company’s independent registered public accounting firm. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or for any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash acc ounts in a f 250,000 . As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2023 and December 31, 2022. Investments Held in T rus The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in change in value of investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to the short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorize d in i Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to dete period The Company accounted for its Rights as equity-classified instruments based on an assessment of the Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, was conducted at the time of Rights issuance. The Company accounted for the warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40. Such Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Redeemable Class A Common Stock As discussed in Note 1, all of the 31,625,000 shares of Class A common stock sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification a one-time charge additional paid-in capital paid-in capital. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two any and 2022. The The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the three months ended March 31, 2023 For the three months ended March 31, 2022 Net income (loss) $ 325,823 $ (439,210 ) Accretion of redeemable common stock to (2,401,121 ) (27,045,604 ) Net income (loss) including accretion of temporary equity to redemption value $ (2,075,298 ) $ (27,484,814 ) For the three months ended For the three months ended Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of $ (1,660,238 ) $ (415,060 ) $ (15,925,780 ) $ (11,559,034 ) Accretion of common stock to redemption value 2,401,121 — 27,045,604 — Net income (loss) 740,883 (415,060 ) 11,119,824 (11,559,034 ) Denominator: Basic and diluted weighted average shares 31,625,000 7,906,250 10,893,056 7,906,250 Basic and diluted net income (loss) per share $ 0.02 $ (0.05 ) $ 1.02 $ (1.46 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB asurem Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Management does not believe that any other recently issued, but not yet e ffectiv	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of theses financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit 250,000 . As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in change in value of investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to the short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounted for its Rights as equity-classified instruments based on an assessment of the Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, was conducted at the time of Rights issuance. The Company accounted for the warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40. Such guidance Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Redeemable Class A Common Stock As discussed in Note 1, all of the 31,625,000 shares of Class A common stock sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the FASB ASC Topic 480-10-S99-3A “Classification and recognized a one-time charge against additional paid-in capital (to paid-in capital. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. In order to determine the net otal The calculation of diluted net loss does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 43,848,750 shares of Class A common stock and the Rights to receive 1,976,562 shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per common share is the same as basic net loss per common share f or the The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the year ended For the period from October 14, 2021 Net loss $ (1,727,335 ) $ (10,965 ) Accretion of redeemable common stock to redemption amount (29,206,918 ) — Net loss including accretion of temporary equity to redemption value $ (30,934,253 ) $ (10,965 ) For the year ended December 31, 2022 For the period from October 14, 2021 (inception) Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary $ (23,828,525 ) $ (7,105,728 ) $ — $ (10,965 ) Accretion of common stock to redemption value 29,206,918 — — Net income (loss) 5,378,393 (7,105,728 ) — (10,965 ) Denominator: Basic and diluted weighted average shares outstanding 26,513,014 7,906,250 — 7,906,250 Basic and diluted net income (loss) per share $ 0.20 $ (0.90 ) $ — $ (0.00 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the fin anc FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 In June 2022, the FASB issued ASU 2022-03, ASC Subtopic tin Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING On March 1, 2022, the Company consummated its Initial Public Offering of 31,625,000 Units, including the issuance of 4,125,000 Units as a result of the underwriter’s full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $316.3 million, and incurring offering costs of approximately $4.7 million. Each Unit consists of one share of Class A common stock, one redeemable warrant (a “Public Warrant”) and one one-sixteenth (1/16) of one Right. Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). Each holder of a whole Right will receive one share of Class A common stock upon consummation of the initial Business Combination.	NOTE 3. INITIAL PUBLIC OFFERING On March 1, 2022, the Company consummated its Initial Public Offering of 31,625,000 Units Each Unit consists of one share of Class A common stock, one redeemable warrant (a “Public Warrant”) and one one-sixteenth (1/16) of one Right per share, subject to adjustment (see Note 7). Each holder of a whole of

Private Placement

Private Placement	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 12,223,750 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and basis. The p	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 12,223,750 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Transactions

Related Party Transactions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 16, 2021, the Sponsor paid $25,000 to purchase 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On December 28, 2021, the Company effected a 1.10-for-1 stock split effected a 5-for-4 stock split The initial stockholders agreed to forfeit up to 1,031,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 1, 2022, the underwriter consummated the exercise in full of the over-allotment; thus, these 1,031,250 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business combination, (x) if the last reported sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period On February 16, 2022, the Sponsor transferred 20,000 shares to each of the independent directors. The independent directors agreed that such shares would not vest until and unless the last reported closing price of the Class A common stock (or the equivalent security following the Business Combination) of the Company or applicable successor exceeds $10.00 per share for twenty days during any thirty-day period starting Related Party Loans On November 16, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing, In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement On February 24, 2022, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to reimburse the Sponsor $66,666 per month for office space, utilities and secretarial and administrative support made available to the Company through the earlier of consummation of the initial Business Combination and the Company’s liquidation. The Company incurred $199,998 and $66,666 in connection with such fees during the three months ended March 31, 2023 and 2022, respectively, reported within general and administrative expenses in the accompanying statements of operations. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 16, 2021, the Sponsor paid $25,000 to purchase 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On December 28, 2021, the Company effected a 1.10-for-1 stock split effected a 5-for-4 stock split The initial stockholders agreed to forfeit up to 1,031,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 1, 2022, the underwriter consummated the exercise in full of the over-allotment; thus, these 1,031,250 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business combination, (x) if the last reported sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period On February 16, 2022, the Sponsor transferred 20,000 shares to each of the independent directors. The independent directors agreed that such shares would not vest until and unless the last reported closing price of the Class A common stock (or the equivalent security following the Business Combination) of the Company or applicable successor exceeds $10.00 per share for twenty days during any thirty-day period starting circumstance. As Shares. Related Party Loans On November 16, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement On February 24, 2022, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to reimburse the Sponsor $66,666 per month for office space, utilities and secretarial and administrative support made available to the Company through the earlier of consummation of the initial Business Combination and the Company’s liquidation. The Company incurred approximately $667,000 in connection with such fees during the year ended December 31, 2022, reported within general and administrative expenses in the accompanying statements of operations. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred

Commitments And Contingencies

Commitments And Contingencies	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments And Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option over-allotments at The underwriter was entitled to an underwriting discount of $0.20 per unit, or approximately $6.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriter reimbursed the Company for certain of the Company’s expenses for an aggregate of approximately $2.3 million upon closing of the Initial Public Offering. Business Combination Marketing Agreement On February 24, 2022, the Company entered into a business com bi On February 6, 2023, the Company received a formal letter from Oppenheimer, advising that it had waived any claims to the Marketing Fees and the fees previously owed to Oppenheimer will not be paid or reallocated to any other advisor.	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from The underwriter was entitled to an underwriting discount of $0.20 per unit, or approximately $6.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriter reimbursed the Company for certain of the Company’s expenses for an aggregate of approximately $2.3 million upon closing of the Initial Public Offering. Business Combination Marketing Agreement On February 24, 2022, the Company entered into a business combination marketing agreement (the “Business Combination Marketing Agreement”) to engage the underwriter, Oppenheimer & Co. (“Oppenheimer”), as advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay Oppenheimer a cash fee for such marketing services upon the consummation of the initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, or approximately $11.1 million in the aggregate (the “Marketing Fees”). The Marketing Fees will become payable to Oppenheimer from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Up to $0.105 per unit, or up to approximately $3.3 million of such Marketing Fees, may instead be paid, at the Company’s sole discretion, to third party advisors not participating in the Initial Public Offering that assist the Company in consummating the initial Business Combination. On February 6, 2023, the Company received a formal letter from Oppenheimer, advising that it had waived any claims to the Marketing Fees and the fees previously owed to Oppenheimer will not be paid or reallocated to any other advisor.

Redeemable Class A Common Stock

Redeemable Class A Common Stock And Stockholders' Equity (Deficit)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Redeemable Class A Common Stock And Stockholders' Equity (Deficit)	NOTE 7. REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock forfeiture. Holders matters. The an as-converted basis, 20% Rights Warrants nt available. The Redemption of warrants. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share a 30-tradingday nds t The “fair market value” of Class A common stock shall mean the volume weighted average price of the shares of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the warrant agent. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” The Private Placement Warrants are identical to the Public Warrants, except as otherwise set forth herein that: (1) they will not be redeemable by the Company; (2) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination; (3) they may be exercised by the holders thereof on a cashless basis; and (4) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights. No fractional shares of Class A common stock will be issued upon exercise of the warrants. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Co m ss	NOTE 7. REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock Class Founder Shares Holders of the Class B common stock will have the right to appoint all of the Company’s directors prior to an initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class, except as required by law or stock exchange rule; provided, that the holders of Class B common stock will be entitled to vote as a separate class to increase the authorized number of shares of Class B common stock. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock, will equal, in the aggregate, on an as-converted basis, Rights Warrants available. The Redemption of warrants. After the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, within a 30-trading day The “fair market value” of Class A common stock shall mean the volume weighted average price of the shares of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the warrant agent. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” The Private Placement Warrants are identical to the Public Warrants, except as otherwise set forth herein that: (1) they will not be redeemable by the Company; (2) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination; (3) they may be exercised by the holders thereof on a cashless basis; and (4) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights. No fractional shares of Class A common stock will be issued upon exercise of the warrants. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Market Measurements

Fair Market Measurements	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Market Measurements	NOTE 8. FAIR MARKET MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust $ 328,325,574 $ — $ — December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust $ 325,436,230 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. As of March 31, 2023 and December 31, 2022, Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Company has no Level 2 or Level 3 assets.	NOTE 8. FAIR MARKET MEASUREMENTS The December 31, 2022 Description Quoted Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 325,436,230 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. As of December 31, 2022, Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Company has Level 2 or Level 3 assets. As of December 31, 2021, The Company has no Level 1, 2 or 3 assets that were measured at fair value.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 9. INCOME TAXES The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Start-up/Organization $ 300,424 $ 2,113 Net operating loss carryforwards — 190 Total deferred tax assets 300,424 2,303 Valuation allowance (300,424 ) (2,303 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, 2022 December 31, 2021 Current Federal 890,770 $ — State — — Deferred Federal (298,121 ) (2,303 ) State — — Valuation allowance 298,121 2,303 Income tax provision $ 890,770 $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % Statutory state rate, net of federal benefit 0.0 % 0.0 % Merger costs (91.6 )% 0.0 % Change in valuation allowance (35.6 )% (21.0 )% Income Taxes Benefit -106.2 % 0.0 % There wil

Subsequent Events

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, except as noted below. On April 4, 2023, the Company, the Sponsor, Lux Vending and BT Assets entered into a Second Amendment (the “Second Amendment”) to the Transaction Agreement. The Second Amendment provides for an amendment to the definition of the “Agreement End Date” in the Transaction Agreement and changes the date listed therein from April 7, 2023 to May 15, 2023 or such later date as may be mutually agreed upon by the Company and Lux Vending. All other terms of the Transaction Agreement remain unmodified and in full force and effect. On May 3, 2023, the Company filed and commenced mailing of a Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) in connection with a special meeting of stockholders (i) to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date by which the Company must complete an initial Business Combination from June 1, 2023 to July 1, 2023, an basis up to eight times by an additional one month each time after July 1, 2023, or later extended deadline date, by resolution of the Board, if requested by the Sponsor, until March 1, 2024 (such date as extended, the “Extended Date”), unless the closing of the initial Business Combination shall have occurred prior thereto; and (ii) to amend the Investment Management Trust Agreement, dated February 24, 2022, by and between the Company and Continental, to change the initial date on which Continental must commence liquidation of the Trust Account to the Extended Date or such later date as may be approved by the Company’s stockholders in accordance with the Charter if a letter of termination under the Trust Agreement is not received by Continental prior to such date. On May 11, 2023, the Company, the Sponsor, Lux Vending and BT Assets entered into a Third Amendment (the “Third Amendment”) to the Transaction Agreement pursuant to which, among other things, the definition of the “Agreement End Date” in the Transaction Agreement was amended to change the date listed therein from May 15, 2023 to the earlier of (i) July 15, 2023 and (ii) 45 days following the date the proxy statement containing the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flow and change in members’ equity of BT Companies as of and for the three-month period ended March 31, 2023 (subject to normal and recurring year-end adjustments and the absence of footnotes) has been filed with the SEC or such later date as may be mutually agreed upon by the parties. On June 7, 2023, the Company, the Sponsor, Lux Vending, BT HoldCo and BT Assets entered into a Fourth Amendment (the “Fourth Amendment”) to the Transaction Agreement, pursuant to which, among other things, (i) BT HoldCo was joined as a party to the Transaction Agreement, (ii) the parties agreed that prior to the Closing, BT Assets and PubCo will effect the Pre-Closing Restructuring, and (iii) the parties agreed that prior to or upon the Closing, (a) Sponsor will exchange all of its shares of Class B common stock for certain newly issued shares of PubCo Class A common stock and, subject to the terms of conversion or forfeiture and cancellation set forth in the Sponsor Agreement, PubCo Class E common stock, and BT HoldCo will issue to PubCo an equal number of BT HoldCo Earnout Units corresponding to the class of PubCo Class E common stock issued by PubCo to Sponsor, (b) BT Assets will sell, transfer and assign to PubCo, and PubCo will purchase and accept from BT Assets certain BT HoldCo Common Units in consideration for the Over the Top Consideration (as defined in the Transaction Agreement); (c) PubCo will assign, transfer and contribute to BT HoldCo the Contribution Amount (as defined below) and BT HoldCo will subsequently assign, transfer and contribute to BT Opco the Contribution amount and BT HoldCo will in consideration therefor issue and deliver to PubCo certain BT HoldCo Common Units, and at the Closing and immediately following the effectiveness of the BT HoldCo Amended and Restated Limited Liability Company Agreement, the BT HoldCo Matching Warrants and certain of the BT HoldCo Earnout Units; (d) the PubCo Available Cash will be paid to BT Assets and contributed to BT HoldCo and subsequently to BT OpCo in accordance with the Cash Distribution Waterfall set forth in the Transaction Agreement; (e) immediately following the Delaware Secretary of State’s acceptance of the PubCo Amended and Restated Charter, PubCo will issue 44,100,000 shares of PubCo Class V common stock to BT Assets in exchange for the payment to PubCo by BT Assets of $4,410.00; (f) at the Closing, each Phantom Equity Award that is outstanding as of immediately prior to the Closing will, subject to and conditioned upon the Phantom Equity Holder’s execution and delivery to BT OpCo and PubCo of a Phantom Equity Award Termination Agreement (as defined in the Transaction Agreement), be converted into the right to receive (i) a cash payment in an amount equal to the Phantom Equity Cash Consideration (as defined in the Transaction Agreement), and/or (ii) such number of shares of PubCo Class A common stock equal to the Phantom Equity Non-Cash Consideration (as defined in the Transaction Agreement). All other terms of the Transaction Agreement remain unmodified and in full force and effect.	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below. On February 6, 2023, the Company received a formal letter from Oppenheimer, advising that it had waived any claims to the Marketing Fees and the fees previously owed to Oppenheimer will not be paid or reallocated to any other advisor.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP and have not been audited by the Company’s independent registered public accounting firm. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or for any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of theses financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash acc ounts in a f 250,000 . As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit 250,000 . As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2023 and December 31, 2022.	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.
Investments Held in Trust Account	Investments Held in T rus The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in change in value of investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.	Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in change in value of investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to the short-term nature.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to the short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorize d in i	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to dete period The Company accounted for its Rights as equity-classified instruments based on an assessment of the Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, was conducted at the time of Rights issuance. The Company accounted for the warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40. Such	Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounted for its Rights as equity-classified instruments based on an assessment of the Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, was conducted at the time of Rights issuance. The Company accounted for the warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40. Such guidance
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering.	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering.
Redeemable Class A Common Stock	Redeemable Class A Common Stock As discussed in Note 1, all of the 31,625,000 shares of Class A common stock sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification a one-time charge additional paid-in capital paid-in capital.	Redeemable Class A Common Stock As discussed in Note 1, all of the 31,625,000 shares of Class A common stock sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the FASB ASC Topic 480-10-S99-3A “Classification and recognized a one-time charge against additional paid-in capital (to paid-in capital.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two any and 2022. The The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the three months ended March 31, 2023 For the three months ended March 31, 2022 Net income (loss) $ 325,823 $ (439,210 ) Accretion of redeemable common stock to (2,401,121 ) (27,045,604 ) Net income (loss) including accretion of temporary equity to redemption value $ (2,075,298 ) $ (27,484,814 ) For the three months ended For the three months ended Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of $ (1,660,238 ) $ (415,060 ) $ (15,925,780 ) $ (11,559,034 ) Accretion of common stock to redemption value 2,401,121 — 27,045,604 — Net income (loss) 740,883 (415,060 ) 11,119,824 (11,559,034 ) Denominator: Basic and diluted weighted average shares 31,625,000 7,906,250 10,893,056 7,906,250 Basic and diluted net income (loss) per share $ 0.02 $ (0.05 ) $ 1.02 $ (1.46 )	Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. In order to determine the net otal The calculation of diluted net loss does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 43,848,750 shares of Class A common stock and the Rights to receive 1,976,562 shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per common share is the same as basic net loss per common share f or the The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the year ended For the period from October 14, 2021 Net loss $ (1,727,335 ) $ (10,965 ) Accretion of redeemable common stock to redemption amount (29,206,918 ) — Net loss including accretion of temporary equity to redemption value $ (30,934,253 ) $ (10,965 ) For the year ended December 31, 2022 For the period from October 14, 2021 (inception) Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary $ (23,828,525 ) $ (7,105,728 ) $ — $ (10,965 ) Accretion of common stock to redemption value 29,206,918 — — Net income (loss) 5,378,393 (7,105,728 ) — (10,965 ) Denominator: Basic and diluted weighted average shares outstanding 26,513,014 7,906,250 — 7,906,250 Basic and diluted net income (loss) per share $ 0.20 $ (0.90 ) $ — $ (0.00 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB asurem	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the fin anc FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Management does not believe that any other recently issued, but not yet e ffectiv	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 In June 2022, the FASB issued ASU 2022-03, ASC Subtopic tin Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Basic and Diluted Net Loss Per Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the three months ended March 31, 2023 For the three months ended March 31, 2022 Net income (loss) $ 325,823 $ (439,210 ) Accretion of redeemable common stock to (2,401,121 ) (27,045,604 ) Net income (loss) including accretion of temporary equity to redemption value $ (2,075,298 ) $ (27,484,814 ) For the three months ended For the three months ended Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of $ (1,660,238 ) $ (415,060 ) $ (15,925,780 ) $ (11,559,034 ) Accretion of common stock to redemption value 2,401,121 — 27,045,604 — Net income (loss) 740,883 (415,060 ) 11,119,824 (11,559,034 ) Denominator: Basic and diluted weighted average shares 31,625,000 7,906,250 10,893,056 7,906,250 Basic and diluted net income (loss) per share $ 0.02 $ (0.05 ) $ 1.02 $ (1.46 )	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the year ended For the period from October 14, 2021 Net loss $ (1,727,335 ) $ (10,965 ) Accretion of redeemable common stock to redemption amount (29,206,918 ) — Net loss including accretion of temporary equity to redemption value $ (30,934,253 ) $ (10,965 ) For the year ended December 31, 2022 For the period from October 14, 2021 (inception) Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary $ (23,828,525 ) $ (7,105,728 ) $ — $ (10,965 ) Accretion of common stock to redemption value 29,206,918 — — Net income (loss) 5,378,393 (7,105,728 ) — (10,965 ) Denominator: Basic and diluted weighted average shares outstanding 26,513,014 7,906,250 — 7,906,250 Basic and diluted net income (loss) per share $ 0.20 $ (0.90 ) $ — $ (0.00 )

Fair Market Measurements (Table

Fair Market Measurements (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Summary of Company's assets and Liabilities that are measured at fair value	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust $ 328,325,574 $ — $ — December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust $ 325,436,230 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.	December 31, 2022 Description Quoted Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 325,436,230 $ — $ —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Summary of Net Deferred Tax Asset	The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Start-up/Organization $ 300,424 $ 2,113 Net operating loss carryforwards — 190 Total deferred tax assets 300,424 2,303 Valuation allowance (300,424 ) (2,303 ) Deferred tax asset, net of allowance $ — $ —
Schedule Of Income Tax Provision	The income tax provision consists of the following: December 31, 2022 December 31, 2021 Current Federal 890,770 $ — State — — Deferred Federal (298,121 ) (2,303 ) State — — Valuation allowance 298,121 2,303 Income tax provision $ 890,770 $ —
Schedule Of Reconciliation Company's Effective Tax Rate	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % Statutory state rate, net of federal benefit 0.0 % 0.0 % Merger costs (91.6 )% 0.0 % Change in valuation allowance (35.6 )% (21.0 )% Income Taxes Benefit -106.2 % 0.0 %

Description Of Organization, _2

Description Of Organization, Business Operations And Going Concern Consideration - Additional Information (Detail) - USD ($)				3 Months Ended			12 Months Ended
	Aug. 16, 2022	Mar. 01, 2022	Nov. 16, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Entity incorporation, date of incorporation				Oct. 14, 2021
Proceeds from initial public offering				$ 0	$ 316,250,000	$ 0	$ 316,250,000
Proceeds from Issuance of Warrants				$ 0	12,223,750	0	$ 12,223,750
Threshold minimum aggregate fair market value as a percentage of the net assets held in the trust Account				80%			80%
Net tangible assets				$ 5,000,001			$ 5,000,001
Threshold percentage of public shares subject to redemption without the company prior written consent				15%			15%
Obligation to redeem public shares if entity does not complete a business combination percentage				100%			100%
Months to complete acquisition				15 months			15 months
Maximum period to complete acquisition				17 months
Dissolution expenses				$ 100,000			$ 100,000
Cash and cash equivalents at carrying value				75,000			477,000
Proceeds from related party debt				0	$ 161,543	$ 85,000	161,543
Taxes payable				$ 1,600,000			$ 1,100,000
Percentage of federal excise tax on stock buy back	1%
Effective date for levy of federal excise tax on stock buy back	Jan. 01, 2023
Estimated business combination date				Jun. 01, 2023			Jun. 01, 2023
Working capital deficit				$ 6,000,000			$ 3,400,000
Sponsor [Member]
Stock Issued During Period, Value, New Issues				25,000			25,000
Sponsor [Member] | Warrant [Member]
Debt conversion				$ 1,500,000			$ 1,500,000
Sponsor [Member] | Promissory Note [Member]
Debt instrument maturity date			Mar. 04, 2022
Proceeds from related party debt			$ 242,000
Minimum [Member]
Period within which Business combination shall be completed from the closing of initial public offer				15 months			15 months
Maximum period to complete acquisition				16 months			17 months
Maximum [Member]
Period within which Business combination shall be completed from the closing of initial public offer				18 months			18 months
Maximum period to complete acquisition				18 months			18 months
Business Combination [Member]
Business acquisition, percentage of voting interests acquired				50%			50%
Common Class A [Member]
Shares issued, price per share				$ 10.15
Cash deposited in restricted assets for extending business combination completion period, per share value				$ 0.033			$ 0.033
Cash deposited in restricted assets for extending business combination completion period amount				$ 1,043,625			$ 1,043,625
IPO [Member]
Shares issued, price per share				$ 10.15			$ 10.15
Stock Issued During Period, Value, New Issues				$ 321,000,000			$ 321,000,000
IPO [Member] | Common Class A [Member]
Stock issued during period, shares new issues		31,625,000
Shares issued, price per share		$ 10
Proceeds from initial public offering		$ 316,300,000
Offering cost		$ 4,700,000
Over-Allotment Option [Member] | Common Class A [Member]
Stock issued during period, shares new issues		4,125,000
Private Placement [Member] | Private Placement Warrants [Member]
Proceeds from initial public offering				$ 12,223,750			$ 12,223,750
Price of warrant				$ 1			$ 1
Proceeds from Issuance of Warrants				$ 12,200,000			$ 12,200,000
Additional issuance of warrants				1,043,625			1,043,625

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($)	3 Months Ended			12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Net loss	$ 325,823	$ (439,210)	$ (10,965)	$ (1,727,335)
Accretion of redeemable common stock to redemption amount	(2,401,121)	(27,045,604)	0	(29,206,918)
Net loss including accretion of temporary equity to redemption value	(2,075,298)	(27,484,814)	(10,965)	(30,934,253)
Numerator:
Allocation of net loss including accretion of temporary equity to redemption value	(2,075,298)	(27,484,814)	(10,965)	(30,934,253)
Accretion of common stock to redemption value	(2,401,121)	(27,045,604)	0	(29,206,918)
Net income (loss)	325,823	(439,210)	(10,965)	(1,727,335)
Common Class A [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Net loss	740,883	11,119,824	0	5,378,393
Accretion of redeemable common stock to redemption amount	2,401,121	27,045,604		29,206,918
Net loss including accretion of temporary equity to redemption value	(1,660,238)	(15,925,780)	0	(23,828,525)
Numerator:
Allocation of net loss including accretion of temporary equity to redemption value	(1,660,238)	(15,925,780)	0	(23,828,525)
Accretion of common stock to redemption value	2,401,121	27,045,604		29,206,918
Net income (loss)	$ 740,883	$ 11,119,824	$ 0	$ 5,378,393
Denominator:
Weighted average shares outstanding, Basic	31,625,000	10,893,056	0	26,513,014
Basic net income per share	$ 0.02	$ 1.02	$ 0	$ 0.2
Denominator:
Weighted average shares outstanding, Diluted	31,625,000	10,893,056	0	26,513,014
Diluted net income per share	$ 0.02	$ 1.02	$ 0	$ 0.2
Common Class B [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Net loss	$ (415,060)	$ (11,559,034)	$ (10,965)	$ (7,105,728)
Accretion of redeemable common stock to redemption amount	0	0	0	0
Net loss including accretion of temporary equity to redemption value	(415,060)	(11,559,034)	(10,965)	(7,105,728)
Numerator:
Allocation of net loss including accretion of temporary equity to redemption value	(415,060)	(11,559,034)	(10,965)	(7,105,728)
Accretion of common stock to redemption value	0	0	0	0
Net income (loss)	$ (415,060)	$ (11,559,034)	$ (10,965)	$ (7,105,728)
Denominator:
Weighted average shares outstanding, Basic	7,906,250	7,906,250	7,906,250	7,906,250
Basic net income per share	$ (0.05)	$ (1.46)	$ 0	$ (0.9)
Denominator:
Weighted average shares outstanding, Diluted	7,906,250	7,906,250	7,906,250	7,906,250
Diluted net income per share	$ (0.05)	$ (1.46)	$ 0	$ (0.9)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash, FDIC Insured Amount	$ 250,000	$ 250,000
Cash equivalents	$ 0	$ 0	$ 0
Restricted investments, Term	185 days	185 days
Class of warrant or right, Number of securities called by warrants or rights	1,976,562	1,976,562
Unrecognized tax benefits	$ 0	$ 0	0
Unrecognized tax benefits, Income tax penalties and interest accrued	$ 0	$ 0	$ 0
Private Placement Warrants [Member]
Class of warrant or right, Number of securities called by warrants or rights	43,848,750	43,848,750
Common Class A [Member]
Shares issued, price per share	$ 10.15
Initial Public Offering Including Over Allotment Option [Member] | Common Class A [Member]
Stock issued during period, Shares, New issues	31,625,000	31,625,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)		3 Months Ended			12 Months Ended
	Mar. 01, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Proceeds from issuance initial public offering		$ 0	$ 316,250,000	$ 0	$ 316,250,000
Offering costs		$ 0	$ 4,597,351	$ 60,201	$ 4,597,351
Common Class A [Member]
Shares issued, Price per share		$ 10.15
Common Class A [Member] | Public Warrant [Member]
Class of warrant or right, Number of securities called by each warrant or right	1
Class of warrant or right, Exercise price of warrants or rights	$ 11.5
IPO [Member]
Shares issued, Price per share		$ 10.15			$ 10.15
IPO [Member] | Common Class A [Member]
Stock issued during period, Shares, New issues	31,625,000
Shares issued, Price per share	$ 10
Proceeds from issuance initial public offering	$ 316,300,000
Offering costs	$ 4,700,000
Common stock, Conversion basis	Each Unit consists of one share of Class A common stock, one redeemable warrant (a “Public Warrant”) and one one-sixteenth (1/16) of one Right.
Over-Allotment Option [Member] | Common Class A [Member]
Stock issued during period, Shares, New issues	4,125,000

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	3 Months Ended			12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Sale of private placement warrants	1,976,562			1,976,562
Proceeds from Issuance of Warrants	$ 0	$ 12,223,750	$ 0	$ 12,223,750
Private Placement Warrants [Member]
Sale of private placement warrants	43,848,750			43,848,750
Private Placement Warrants [Member] | Private Placement [Member]
Sale of private placement warrants	12,223,750			12,223,750
Price of warrant	$ 1			$ 1
Proceeds from Issuance of Warrants	$ 12,200,000			$ 12,200,000
Private Placement Warrants [Member] | Common Class A [Member]
Exercise price of warrant	$ 11.5			$ 11.5

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)						3 Months Ended			12 Months Ended
	Mar. 01, 2022	Feb. 24, 2022	Feb. 16, 2022	Jan. 20, 2022	Nov. 16, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 28, 2021
Stock Issued During Period, Value, Issued for Services								$ 25,000
Debt Instrument Interest Rate					0%
Proceeds from Related Party Debt						$ 0	$ 161,543	$ 85,000	$ 161,543
Selling, General and Administrative Expenses from Transactions with Related Party						66,666	$ 199,998		667,000
Working Capital Loan [Member]
Debt Instrument Convertible Into Warrants					$ 1,500,000
Debt Instrument Conversion Price					$ 1
Due to Related Parties Current						0			0
Office Space, Administrative And Support Services [Member]
Related Party Transaction, Amounts of Transaction		$ 66,666
Promissory Note [Member] | Sponsor [Member]
Debt Instrument, Face Amount					$ 300,000
Proceeds from Related Party Debt					$ 242,000
Debt Instrument, Maturity Date					Mar. 04, 2022
Founder Shares [Member]
Stock-based compensation expense						$ 0			$ 0
Founder Shares [Member] | Over-Allotment Option [Member]
Common stock, threshold percentage on conversion of shares	20%
Founder Shares [Member] | Sponsor [Member]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	1,031,250
Independent Directors [Member] | Founder Shares [Member] | Sponsor [Member]
Stock Issued During Period, Shares, New Issues			20,000
Common Class B [Member]
Stockholders' Equity Note, Stock Split				5-for-4		1.10-for-1			1.10-for-1
Shares, Outstanding				7,906,250						6,325,000
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	1,031,250					1,031,250			1,031,250
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member]
Stock Issued During Period, Shares, Issued for Services					25,000
Stock Issued During Period, Value, Issued for Services					$ 5,750,000
Shares Issued, Price Per Share					$ 0.0001
Common Class A [Member]
Shares Issued, Price Per Share						$ 10.15
Common Class A [Member] | Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues	4,125,000
Common Class A [Member] | Share Price More Than Or Equals To USD Twelve [Member] | Sponsor [Member]
Share transfer, trigger price per share						$ 12			$ 12
Number of consecutive trading days for determining share price						20 days			20 days
Number of trading days for determining share price						30 days			30 days
Threshold Number Of Trading Days For Determining Share Price From Date Of Business Combination						150 days			150 days
Common Class A [Member] | Share Price More Than Or Equals To USD Ten [Member] | Sponsor [Member]
Share transfer, trigger price per share			$ 10
Number of consecutive trading days for determining share price			20 days
Number of trading days for determining share price			30 days

Commitments And Contingencies -

Commitments And Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended	12 Months Ended
	Feb. 24, 2022	Mar. 31, 2023	Dec. 31, 2022
Per Unit Amount Of Marketing Fees May Be Paid At Sole Discretion Of Entity To Third Party Advisors Not Participated In IPO That Assist In Consummate Business Combination	0.105%
Value Of Markeing Fees May Be Paid At Sole Discretion Of Entity To Third Party Advisors Not Participated In IPO That Assist In Consummate Business Combination	$ 3.3
Business Combination Marketing Agreement [Member] | Oppenheimer Co [Member]
Percentage of gross proceeds of the Initial Public Offering during Business combination	3.50%
Business Combination, Consideration Transferred	$ 11.1
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Over allotment option period		45 days	45 days
Stock Issued During Period Shares		4,125,000	4,125,000
IPO [Member] | Underwriting Agreement [Member]
Underwriting discount paid per unit		$ 0.2	$ 0.2
Deferred Underwriting Commissions Non-current		$ 6.3	$ 6.3
Underwriting Expense Paid		$ 2.3	$ 2.3

Redeemable Class A Common Sto_2

Redeemable Class A Common Stock And Stockholders' Equity (Deficit) - Additional Information (Detail) - $ / shares		3 Months Ended	12 Months Ended
	Mar. 01, 2022	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, par or stated value per share		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized		1,000,000	1,000,000	1,000,000
Preferred stock, shares issued		0	0	0
Preferred stock, shares outstanding		0	0	0
Percentage of total number of shares issued in the Initial Public Offering		20%	20%
Number of warrants or rights outstanding		1,976,562	1,976,562
Shares, Issued		0	0
Rights [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding				0
Warrant [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding			0	0
Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member]
Class of Stock [Line Items]
Class of warrant or right, exercise price adjustment percentage higher of market value		115%	115%
Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Stock [Line Items]
Share redemption trigger price		$ 18	$ 18
Public Warrants [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding		31,625,000	31,625,000
Warrants exercisable term from the date of completion of business combination		30 days	30 days
Exercise price of warrants or rights		$ 11.5	$ 11.5
Warrants and rights outstanding, Term		5 years	5 years
Private Placement Warrants [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding			12,223,750	12,223,750
Common Class A [Member]
Class of Stock [Line Items]
Temporary equity, shares outstanding		31,625,000	31,625,000	0
Common stock, par or stated value per share		$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized		100,000,000	100,000,000	100,000,000
Common stock, shares issued		0	0	0
Common stock, shares outstanding		0	0	0
Class of warrants, redemption notice period		30 days	30 days
Common Class A [Member] | Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member]
Class of Stock [Line Items]
Exercise price of warrants or rights		$ 9.2	$ 9.2
Share redemption trigger price		$ 9.2	$ 9.2
Minimum percentage gross proceeds required from issuance of equity		60%	60%
Class of warrant or right, minimum notice period for redemption		20 days	20 days
Common Class A [Member] | Share Price Equal or Less Ten point Zero Rupees Per Dollar [Member]
Class of Stock [Line Items]
Class of warrant or right, exercise price adjustment percentage higher of market value		180%	180%
Common Class A [Member] | Private Placement Warrants [Member]
Class of Stock [Line Items]
Exercise price of warrants or rights		$ 11.5	$ 11.5
Common Class A [Member] | Redemption of Warrants [Member]
Class of Stock [Line Items]
Class of warrants, redemption notice period		10 days	10 days
Common Class A [Member] | Redemption of Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Stock [Line Items]
Class of warrants, redemption price per unit		$ 0.01	$ 0.01
Class of warrants, redemption notice period		30 days	30 days
Share price		$ 18	$ 18
Number of consecutive trading days for determining share price		20 days	20 days
Number of trading days for determining share price		30 days	30 days
Common Class A [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Stock conversion basis		one vote	one vote
Common Class B [Member]
Class of Stock [Line Items]
Common stock, par or stated value per share		$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized		20,000,000	20,000,000	20,000,000
Common stock, shares issued		7,906,250	7,906,250	7,906,250
Common stock, shares outstanding		7,906,250	7,906,250	7,906,250
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	1,031,250	1,031,250	1,031,250
Percentage of common stock issued and outstanding after the initial public offering		20%	20%

Fair Market Measurements -Summa

Fair Market Measurements -Summary of Company's Assets and Liabilities that are Measured at Fair Value (Detail) - Fair Value, Recurring [Member] - US Treasury Securities [Member] - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account—U.S. Treasury Securities	$ 328,325,574	$ 325,436,230
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account—U.S. Treasury Securities	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account—U.S. Treasury Securities	$ 0	$ 0

Fair Market Measurements - Addi

Fair Market Measurements - Additional Information (Detail) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Assets, Fair Value	$ 0	$ 0	$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Mar. 31, 2023
Valuation Allowance [Line Items]
Valuation allowance	$ 2,303	$ 298,121
Unrecognized tax benefits	0	0	$ 0
Accrued interest and penalties	0	0	$ 0
Realization Of Deferred Tax Assets [Member]
Valuation Allowance [Line Items]
Valuation allowance	$ 2,000	$ 300,000

Income Taxes - Summary of Net D

Income Taxes - Summary of Net Deferred Tax Asset (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Start-up/Organization costs	$ 300,424	$ 2,113
Net operating loss carryforwards	0	190
Total deferred tax assets	300,424	2,303
Valuation allowance	(300,424)	(2,303)
Deferred tax asset, net of allowance	$ 0	$ 0

Income Taxes - Schedule Of Inco

Income Taxes - Schedule Of Income Tax Provision (Detail) - USD ($)	3 Months Ended			12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Current
Federal			$ 0	$ 890,770
State			0	0
Deferred
Federal			(2,303)	(298,121)
State			0	0
Valuation allowance			2,303	298,121
Income tax provision	$ 638,273	$ 0	$ 0	$ 890,770

Income Taxes - Schedule Of Reco

Income Taxes - Schedule Of Reconciliation Company's Effective Tax Rate (Detail)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21%	21%
Statutory state rate, net of federal benefit	0%	0%
Merger costs	0%	(91.60%)
Change in valuation allowance	(21.00%)	(35.60%)
Income Taxes Benefit	0%	(106.20%)

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - BT Assets [Member] - Subsequent Event [Member]	Jun. 07, 2023 USD ($) shares
Subsequent Event [Line Items]
Number of shares issued | shares	44,100,000
Considertion received on issued shares | $	$ 4,410