Abacus Life (ABL) 10-Q24 May 232023 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 24, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Registrant Name	East Resources Acquisition Company
Entity Central Index Key	0001814287
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity File Number	001-39403
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1210472
Entity Address, Address Line One	7777 NW Beacon Square Boulevard
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	561
Local Phone Number	826-3620
Document Quarterly Report	true
Document Transition Report	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,856,047
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ERES
Security Exchange Name	NASDAQ
Class A common stock \| One-Half of One Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one warrant
Trading Symbol	ERESU
Security Exchange Name	NASDAQ
Class A common stock \| Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	ERESW
Security Exchange Name	NASDAQ
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 56,933	$ 86,572
Prepaid expenses	177,453	64,914
Total Current Assets	234,386	151,486
Cash and marketable securities held in Trust Account	29,385,397	99,222,704
Total Assets	29,619,783	99,374,190
Current liabilities:
Accounts payable	85,828
Accrued expenses	10,074,357	9,227,518
Excise taxes payable	699,321
Income taxes payable	52,485	52,485
Note payable to related party	5,489,853	4,924,356
Total Current Liabilities	16,401,844	14,204,359
Warrant liability	3,399,500	4,576,250
Total Liabilities	19,801,344	18,780,609
Commitments and Contingencies (Note 6)
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,137
Accumulated deficit	(19,516,536)	(18,414,856)
Total Stockholders’ Deficit	(19,515,673)	(18,389,856)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	29,619,783	99,374,190
Class A common stock
Current liabilities:
Redemption value	29,334,112	98,983,437
Class B common stock
Stockholders’ Deficit
Common stock value	$ 863	$ 863

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Redemption stock	2,856,047	9,718,972
Redemption par value	$ 0.0001	$ 0.0001
Redemption price per share	10.27	10.18
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares, issued	8,625,000	8,625,000
Common stock, shares, outstanding	8,625,000	8,625,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating and acquisition related costs	$ 1,323,082	$ 298,294
Loss from operations	(1,323,082)	(298,294)
Other income (expense):
Change in fair value of warrant liability	1,176,750	8,093,425
Change in fair value of forward purchase agreement liability		1,550,000
Interest earned - bank	2,586	18
Interest earned on marketable securities held in Trust Account		38,665
Other income	1,179,336	9,682,108
Net income (loss)	$ (143,746)	$ 9,383,814
Class A Common to Possible Redemption
Other income (expense):
Basic weighted average shares outstanding	5,507,417	34,500,000
Diluted weighted average shares outstanding	5,507,417	34,500,000
Basic net income (loss) per share	$ (0.01)	$ 0.22
Diluted net income (loss) per share	$ (0.01)	$ 0.22
Non-redeemable Preferred Stock
Other income (expense):
Basic weighted average shares outstanding	8,625,000	8,625,000
Diluted weighted average shares outstanding	8,625,000	8,625,000
Basic net income (loss) per share	$ (0.01)	$ 0.22
Diluted net income (loss) per share	$ (0.01)	$ 0.22

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Total	Class B common stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2021	$ (28,237,411)	$ 863	$ 24,137	$ (28,262,411)
Balance, shares at Dec. 31, 2021		8,625,000
Net income (loss)	9,383,814			9,383,814
Balance at Mar. 31, 2022	(18,853,597)	$ 863	24,137	(18,878,597)
Balance, shares at Mar. 31, 2022		8,625,000
Balance at Dec. 31, 2022	(18,389,856)	$ 863	24,137	(18,414,856)
Balance, shares at Dec. 31, 2022		8,625,000
Net income (loss)	(143,746)			(143,746)
Excise tax from redemption event	(699,321)		$ (24,137)	(675,184)
Remeasurement of Class A common stock to redemption value	(282,750)			(282,750)
Balance at Mar. 31, 2023	$ (19,515,673)	$ 863		$ (19,516,536)
Balance, shares at Mar. 31, 2023		8,625,000

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (143,746)	$ 9,383,814
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability	(1,176,750)	(8,093,425)
Change in fair value of forward purchase agreement liability		(1,550,000)
Amortization of prepaid insurance	74,128	32,671
Interest earned on marketable securities held in Trust Account		(38,665)
Changes in operating assets and liabilities:
Prepaid expenses	(186,667)	45,727
Accounts payable	85,828
Accrued expenses	846,839	(60,750)
Net cash used in operating activities	(500,368)	(280,628)
Cash Flows from Investing Activities:
Trust Account withdrawal for redemption of Class A shares	69,932,075
Payment to Trust Account	(282,750)
Trust Account withdrawal for payment of taxes	187,982	52,400
Net cash provided by investing activities	69,837,307	52,400
Cash Flows from Financing Activities:
Proceeds from note payable - Related Party	565,497
Net cash used in financing activities	(69,366,578)
Net Change in Cash	(29,639)	(228,228)
Cash — Beginning	86,572	853,130	$ 853,130
Cash — Ending	56,933	$ 624,902	86,572
Non-cash investing and financing activities:
Excise tax on redemption event	699,321
Class A common stock
Cash Flows from Financing Activities:
Redemption of Class A common stock	(69,932,075)		$ (248,087,256)
Non-cash investing and financing activities:
Remeasurement of Class A common stock to redemption value	$ 282,750

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
Description of Organization and Business Operations	Mar. 31, 2023
Organization Consolidation And Presentation Of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS East Resources Acquisition Company (the “Company”) is a blank check company incorporated in Delaware on May 22, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Each of LMA Merger Sub, LLC (“LMA Merger Sub”) and Abacus Merger Sub, LLC (“Abacus Merger Sub”) is a wholly owned subsidiary of the Company and was formed as a Delaware limited liability company on August 19, 2022. As of March 31, 2023, the Company had not commenced any operations. All activity for the three months ended March 31, 2023 relates to the Company's formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and completing such Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. Prior to June 2022, at which time the assets in the Trust Account were liquidated to thereafter be held in cash (as described below), the Company generated non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on July 22, 2020. On July 27, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to East Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 4. On August 25, 2020, the underwriters exercised their over-allotment option in full, resulting in an additional 4,500,000 Units issued for total gross additional proceeds of $45,000,000. In connection with the underwriters’ exercise of their over-allotment option in full, the Company also consummated the sale of an additional 900,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $900,000. A total of $45,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $345,000,000. Transaction costs amounted to $19,840,171, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $865,171 of other offering costs. Following the closing of the Initial Public Offering on July 27, 2020 and the exercise of the over-allotment option on August 25, 2020, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), in June 2022, the investments in U.S. government securities or money market funds held in the Trust Account were liquidated to thereafter be held in cash until earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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 approval of a Business Combination or conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify 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 Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination. The Company will have until July 27, 2023 (or such earlier time that the Company elects not to deposit additional funds into the Trust Account, as described below) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Proposed Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account . On July 25, 2022, the Company convened a spe In order to further extend the period the Company has to complete a Business Combination beyond the 27th of a given month, an additional $320,726 must be deposited into the Trust Account commencing on July 27, 2022 and on the 27th of each subsequent month, or portion thereof, for each additional month that the Company requires to complete a Business Combination from July 27, 2022 until January 27, 2023. As of March 31, 2023, $2,207,106 has been deposited into Trust Account by our Sponsor for both the first and second extensions. On August 30, 2022, the Company, LMA Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“LMA Merger Sub”), Abacus Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Abacus Merger Sub”), Longevity Market Assets, LLC, a Florida limited liability company (“LMA”) and Abacus Settlements, LLC, a Florida limited liability company (“Abacus”) entered into an Agreement and Plan of Merger, as amended on October 14, 2022 and April 20, 2023 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Merger Agreement, (i) LMA Merger Sub will merge with and into LMA, with LMA surviving such merger as a direct wholly owned subsidiary of the Company (the “LMA Merger”) and (ii) Abacus Merger Sub will merge with and into Abacus, with Abacus surviving such merger as a direct wholly owned subsidiary of the Company (the “Abacus Merger” and, together with the LMA Merger and the other transactions contemplated by the Merger Agreement, the “Proposed Business Combination”). The Proposed Business Combination is expected to be consummated in the first half of 2023, subject to the fulfillment of certain conditions. Subject to the terms of the Merger Agreement, the aggregate merger consideration with respect to the holders of issued and outstanding limited liability company interests in LMA and Abacus will consist of approximately $531.8 million, payable in a number of newly issued shares of Class A common stock at a deemed value of $10.00 per share, with a portion of the aggregate merger consideration payable in cash upon the satisfaction of certain conditions. For additional information regarding the Merger Agreement, see the Company's Current Reports on Form 8-K filed on August 30, 2022, October 14, 2022 and April 20, 2023, and the Company’s preliminary proxy statement (as amended, the “Proxy Statement”), initially filed with the Securities and Exchange Commission (the “SEC”) on October 14, 2022. On January 9, 2023, the Company received a notice from the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market LLC (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2021, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days (or until February 23, 2023) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until June 29, 2023, to regain compliance. The Company intends to submit a compliance plan within the specified period, which it expects will consist of holding a special meeting of stockholders to consider and vote upon matters relating to the Company’s proposed business combination with LMA and Abacus in lieu of the Company’s 2022 annual meeting of its stockholders. While the compliance plan is pending, the Company’s securities will continue to trade on Nasdaq. On January 20, 2023, the Company convened a special meeting of stockholders at which a proposal to extend the date by which the Company has to complete a Business Combination from January 27, 2023 to July 27, 2023 (the “Second Extension Amendment Proposal”) was approved. In connection with the special meeting, stockholders were provided an opportunity to redeem all or a portion of their Class A common stock, and stockholders holding 6,862,925 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. Consequently, approximately $69,932,075 (approximately $10.19 per share) was removed from the Trust Account to pay such redeeming holders. Additionally, in connection with the approval of the Second Extension Amendment Proposal, the Company issued a promissory note (the “Second Extension Note”) in the principal amount of up to $565,497 to the Sponsor, pursuant to which the Sponsor agreed to loan us up to $565,497. The Second Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of consummation of the Company’s Business Combination or (b) the date of liquidation of the Company. In order to further extend the period the Company has to complete a Business Combination beyond the 27th of a given month until July 27, 2023, the Sponsor will deposit an additional $94,250 into the Trust Account commencing on January 27, 2023 and on the 27th of each subsequent month until July 27, 2023. As of May 24, 2023, $377,000 has been deposited into the Trust Account by the Sponsor for the second extension. Risks and Uncertainties In February 2022, the Russian Federation commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Going Concern Considerations As of March 31, 2023, the Company had $56,933 in cash and a working capital deficiency of $16,167,458 Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. In addition, the Company may have to liquidate if the Business Combination is not completed by July 27, 2023. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all or that it will complete a Business Combination prior to the expiration of the Combination Period. The Company is in the process of preparing and finalizing the Proxy Statement with the SEC for the purpose of soliciting stockholder approval of the Proposed Business Combination at a special meeting of the Company’s stockholders as promptly as possible. If the Proposed Business Combination is approved at a special meeting for such purpose, the Company would consummate the Proposed Business Combination shortly thereafter. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the issuance of these financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been c ondensed c onsolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited c ondensed c onsolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on April 18, 2023. The accompanying condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements included in that filing. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to irrevocably opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another emerging growth company that has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires 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 revenues 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 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. 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. In June 2022, the Company liquidated all investments held in the Trust Account to thereafter be held in the form of cash in the Trust Account. Marketable Securities Held in Trust Account Until June 2022, the Company's portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 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 and are recognized at fair value. While the Company's investments held in the Trust Account were comprised of money market funds, the investments were recognized at fair value. Gains and losses resulting from the change in fair value of those securities were included in gain on investments held in the Trust Account in the accompanying unaudited c ondensed c onsolidated statements of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in cash, as further explained in Note 1 above. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet. At March 31, 2023, and December 31, 2022, the Class A common stock reflected in the condensed consolidated balance sheets is reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (14,662,500 ) Proceeds allocated to FPA liability (1,000,000 ) Class A common stock issuance costs (18,978,817 ) Plus: Remeasurement of carrying value to redemption value 34,641,317 Class A common stock subject to possible redemption December 31, 2021 $ 345,000,000 Redemption of Class A common stock (248,087,256 ) Remeasurement of carrying value to redemption value 146,337 Contribution to trust account 1,924,356 Class A common stock subject to possible redemption December 31, 2022 $ 98,983,437 Redemption of Class A common stock $ (69,932,075 ) Contribution to trust account 282,750 Class A common stock subject to possible redemption March 31, 2023 $ 29,334,112 Derivative Financial Instruments The Company evaluates its 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”. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statement of operations. Derivative assets and liabilities are classified on the condensed consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the condensed consolidated balance sheet date. The Company has determined the warrants and the forward contract for additional warrants are derivatives. As the financial instruments meet the definition of a derivative the warrants and the forward contract for additional warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the condensed consolidated statement of operations in the period of change. Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There was no unrecognized tax liabilities and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Our effective tax rate was 0.00% and 0.00% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to changes in fair value of warrants and the valuation allowance on the deferred tax assets. Inflation Reduction Act of 2022 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 whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market Net Income (Loss) per Common Stock The Company complies with accounting and disclosure of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, excluding common stock shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 26,150,000 shares in the calculation of diluted income (loss) per share, since the inclusion of such warrants would be anti-dilutive. The Company’s Condensed Consolidated statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common stock, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income (loss), by the weighted average number of common stock subject to possible redemption outstanding over the period. Net income ( loss ) is allocated evenly on a pro rata basis between Class A and Class B based on weighted average number of shares of common stock outstanding over the period . Consistent with ASC Topic 480-10-S99-3A, remeasurement associated with the redeemable shares of Class A common stock is excluded from income (loss) per share as the redemption value approximates its fair value. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the Three Months Ended March 31, For the Three Months Ended March 31, 2023 2022 Net earnings (loss) $ (143,746 ) $ 9,383,814 Net earnings attributable to shareholders $ (143,746 ) $ 9,383,814 Redeemable Class A Common Stock Numerator: Earnings (loss) allocable to Redeemable Class A Common Stock $ (63,082 ) $ 7,507,051 Denominator: Basic and diluted weighted average shares outstanding, Redeemable Class A 6,745,038 34,500,000 Basic and diluted earnings (loss) per share, Redeemable Class A $ (0.01 ) $ 0.22 Non-Redeemable Class A and Class B Common Stock Numerator: Earnings (loss) allocable to Non-Redeemable Class A and Class B Common Stock $ (80,664 ) $ 1,876,763 Denominator: Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B 8,625,000 8,625,000 Basic and diluted net earnings (loss) per share, Non-Redeemable Class A and Class B $ (0.01 ) $ 0.22 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheet, primarily due to their short-term nature. Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. 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. Reclassification Certain prior period amounts have been reclassified to conform to current presentation. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 for public business entities that meet the definition of a Securities SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted the standard on January 1, 2022 and has assessed that it had no impact on the accounting of the Company. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering

Public Offering	3 Months Ended
Public Offering	Mar. 31, 2023
Equity [Abstract]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option on August 25, 2020, in the amount of 4,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole 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 8).

Private Placement

Private Placement	3 Months Ended
Private Placement	Mar. 31, 2023
Equity [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants, which includes the sale of an additional 900,000 Private Placement Warrants in connection with the full exercise by the underwriters of their over-allotment option on August 25, 2020, at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net 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 proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 1, 2020, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), for an aggregate price of $25,000. The Founder Shares will automatically convert into Class A common stock on a one-for-one basis at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions. The Founder Shares included up to an aggregate of 1,125,000 shares subject to forfeiture to the extent that the over-allotment option was not exercised in full or in part by the underwriters so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. In July 2020, Sponsor transferred 10,000 founder shares to Thomas W. Corbett, Jr., one of our independent director nominees. As a result of the underwriters’ election to fully exercise their over-allotment option on August 25, 2020, 1,125,000 Founder Shares are no longer subject to forfeiture. The Company’s Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company entered into by the initial stockholders, and officers and directors. Those lock-up provisions provide that such securities are not transferable or salable until the earlier to occur of: (1) one year after the completion of the initial Business Combination, or (2) subsequent to the initial business combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their Public Shares for cash, securities or other property. Notwithstanding the foregoing, the Sponsor has the right to transfer its ownership in the Founder Shares at any time, and to any transferee, to the extent that the Sponsor determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. Further, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, all of the Founder Shares will be released from the lock-up. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. As noted above, prior to the closing of the IPO, our Sponsor transferred 10,000 Founder Shares to our independent directors in recognition of and as compensation for their future services to the Company. The transfer of Founder Shares to these directors is within the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 10,000 shares granted to our independent directors was $61,173 or $6.12 per share. Compensation expense related to the Founder Shares is recognized only when the performance condition (i.e. the remediation of the lock-up provision) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date the lock-up provisions have been remediated, or are probable to be remediated, in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of the Founder Shares. On August 30, 2022, the Company has entered into a definitive agreement in connection with any Business Combination and as such, the lock-up provisions have not been remediated and are not probable to be remediated, until after the Business Combination occurs. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that, taking into account that there is a possibility that a Business Combination might not happen, no stock-based compensation expense should be recognized. Administrative Support Agreement The Company entered into an agreement, commencing on July 24, 2020, pursuant to which the Company will pay two affiliates of the Sponsor a total of up to $10,000 each per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate and the Company will cease paying these monthly fees. For the three months ended March 31, 2023 and 2022, the Company incurred and paid $60,000 and $60,000, in fees for these services, respectively. Related Party Loans 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, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans” or “Working Capital Working Capital Note”). In August 2021, the Sponsor committed to provide the Company up to an aggregate of $1,500,000 in loans for working capital purposes. The Working Capital Note does not bear interest and is repayable in full upon consummation of a Business Combination. If the Company does not complete a Business Combination, the Working Capital Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the holder of the Working Capital Note (or a permitted assignee) shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Working Capital Note into that number of Working Capital Warrants equal to the principal amount of the Working Capital Note so converted divided by $1.50. The conversion option should be bifurcated and accounted for as a derivative in accordance with ASC 815. However, the exercise price of the underlying warrants was greater than the warrant fair value as of March 31, 2023, and when the Working Capital Note was drawn on. The Company believes that the likelihood of the Sponsor’s exercise of the option to convert the Working Capital Note to warrants is de minimis. As a result, the Company recorded zero liability related to the conversion option. The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s Initial Public Offering. The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. As of March 31, 2023 and December 31, 2022, there was a balance of $1,500,000 under this loan. Sponsor Loans On February 15, 2021, the Sponsor committed to provide the Company up to an aggregate of $500,000 in loans for working capital purposes. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination. If the Company does not consummate a business combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. As of March 31, 2023, the outstanding balance of the loan is $0. On June 24, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "IPO Note"). The IPO Note was non-interest bearing and payable on the earlier of August 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the IPO Note of $97,126 was repaid at the closing of the Initial Public Offering on July 27, 2020. Affiliates of the Company and of the Sponsor advanced the Company an aggregate of $265,763 to cover expenses related to the Initial Public Offering. The advances were non-interest bearing and due on demand. The outstanding advances of $265,763 were repaid at the closing of the Initial Public Offering on July 27, 2020. On July 25, 2022, in connection with the approval of the Extension Amendment Proposal, the Company issued the Extension Note in the principal amount of up to $1,924,356 to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $1,924,356. The First Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s Business Combination, or (b) the date of the liquidation of the Company. The maturity date of the First Extension Note may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the First Extension Note may be prepaid at any time by the Company, at its election and without penalty, provided, however, that the Sponsor shall have a right to first convert such principal balance as described in Section 17 of the First Extension Note upon notice of such prepayment. If a Business Combination is not completed and the Company winds up, there will not be sufficient assets to repay the First Extension Note and it will be worthless. As of December 31, 2022, $1,924,356 had been deposited into the Trust Account by the Sponsor to extend the period the Company has to complete a Business Combination from July 27, 2022 to January 27, 2023. On January 20, 2023, in connection with the approval of the Second Extension Amendment Proposal, the Company issued the Second Extension Note in the principal amount of up to $565,497 to the Sponsor, pursuant to which up to $565,497. The Second Extension Note Business Combination date of liquidation of the Company. Upon the consummation of a Business Combination, the holder of the First Extension Note and the Second Extension Note (or a permitted assignee) shall have the option, but not the obligation, to convert up to $1,500,000 or a portion of the unpaid principal balance of the First Extension Note and up to $500,000 or a portion of the unpaid principal balance of the Second Extension Note into that number of Working Capital Warrants equal to the principal amount of such Note so converted divided by $1.50. On September 29, 2022, the Sponsor agreed to loan the Company an aggregate of $1,500,000 to cover expenses related to the Business Combination and other operating activities until the consummation of the initial business combination, this is a separate $1,500,000 than the convertible note discussed above. This note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) if the initial business combination does not occur this note will not be repaid. As December 31, 2022 $1,500,000 was outstanding on this loan. On January 31, 2023, this note was amended and restated for an aggregate principal amount of $3,000,000. As of March 31, 2023, $1,500,000 was outstanding on this loan.

Commitments

Commitments	3 Months Ended
Commitments	Mar. 31, 2023
Commitments And Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the 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) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $6,900,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $12,075,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On November 25, 2022, the Company received a letter providing notice from Wells Fargo Securities, LLC. (“Wells Fargo”), waiving any entitlement to their portion of the $ 12,075,000 deferred underwriting fee that accrued from Wells Fargo’s participation as the underwriters of the Initial Public Offering and their right of first refusal to act as co-placement agents in connection with any equity or debt financing transaction (including any investment banking and financial advisory services) related to the Business Combination. Such waiver reduces the estimated expenses of the Business Combination by $ 12,075,000 . A portion of deferred underwriting discount previously recorded in the additional paid-in capital is recorded as a recovery in the additional paid-in capital and a portion previously expensed is recorded as a recovery in the statement of operations in year ended December 31, 2022. Forward Purchase Agreement On July 2, 2020, the Company entered into a forward purchase agreement pursuant to which East Asset Management, LLC (“East Asset Management”), an affiliate of the Sponsor, has agreed to purchase an aggregate of up to 5,000,000 units (the “forward purchase units”), consisting of one share of Class A common stock (the “forward purchase shares”) and one-half of one Please refer to Note 9 for additional information. Trust Extension On July 25, 2022, the Company convened a special meeting of stockholders at which the Extension Amendment Proposal was approved, extending the date by which the Company has to complete a Business Combination from July 27, 2022 to January 27, 2023. In connection with the special meeting, the Company provided the stockholders the opportunity to redeem all or a portion of their Class A common stock, and stockholders holding 24,781,028 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. Consequently, approximately $248,087,256 (approximately $10.01 per share) was removed from the Trust Account to pay such redeeming holders. Additionally, in connection with the approval of the Extension Amendment Proposal, the Company issued the Extension Note in the principal amount of up to $1,924,356 to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to $1,924,356. The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s Business Combination or (b) the date of the liquidation of the Company. In order to further extend the period the Company has to complete a Business Combination beyond July 27, 2022, an additional $320,726 was deposited into the Trust Account commencing on July 27, 2022 and on the 27th of each subsequent month, or portion thereof, for each additional month that the Company required to complete a Business Combination from July 27, 2022 until January 27, 2023. On January 20, 2023, the Company convened a special meeting of stockholders at which the Second Extension Amendment Proposal to extend the date by which the Company has to complete a Business Combination from January 27, 2023 to July 27, 2023 was approved. In connection with the special meeting, stockholders were provided an opportunity to redeem all or a portion of their Class A common stock, and stockholders holding 6,862,925 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. Consequently, approximately $69,932,075 (approximately $10.19 per share) was removed from the Trust Account to pay such redeeming holders. Additionally, in connection with the approval of the Second Extension Amendment Proposal, the Company issued the Second Extension Note in the principal amount of up to $565,497 to the Sponsor, pursuant to which the Sponsor agreed to loan us up to $565,497. The Second Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of consummation of the Company’s Business Combination or (b) the date of liquidation of the Company. In order to further extend the period the Company has to complete a Business Combination beyond the 27th of a given month until July 27, 2023, the Sponsor will deposit an additional $ 94,250 into the Trust Account commencing on January 27, 2023 and on the 27th of each subsequent month until July 27, 2023. As of May 2 4 , 2023, $ 377,000 has been deposited into the Trust Account by the Sponsor. Business Combination On August 30, 2022, the Company, LMA Merger Sub, Abacus Merger Sub, Longevity Market Assets, LLC, a Florida limited liability company (“LMA”), and Abacus Settlements, LLC, a Florida limited liability company (“Abacus”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Merger Agreement, (i) LMA Merger Sub will merge with and into LMA, with LMA surviving such merger as a direct wholly owned subsidiary of the Company and (ii) Abacus Merger Sub will merge with and into Abacus, with Abacus surviving such merger as a direct wholly owned subsidiary of the Company. The business combination is expected to be consummated in the first quarter of 2023, subject to the fulfillment of certain conditions. Subject to the terms of the Merger Agreement, the aggregate merger consideration with respect to the holders of issued and outstanding limited liability company interests in LMA and Abacus will consist of approximately $531.8 million, payable in a number of newly issued Company Class A common stock at a deemed value of $10.00 per share, with a portion of the aggregate merger consideration payable in cash upon the satisfaction of certain conditions. In conjunction with the Business Combination certain legal and advisory fees have been incurred and will become due at closing of the Business Combination. The Company has accrued approximately $3.8 million in such legal fees and $4.8 million in advisory fees, these amounts are reflected in the consolidated financial statements as of March 31, 2023.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
Stockholders' Deficit	Mar. 31, 2023
Equity [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $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. At March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock —The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. At March 31, 2023 and December 31, 2022, there was 0 shares of Class A common stock issued and outstanding, excluding the 2,856,047 and 9,718,972 shares of Class A common stock subject to possible redemption at March 31, 2023 and December 31, 2022, respectively. In connection with the special meeting convened on July 25, 2022 related to the Extension Amended Proposal, stockholders totaling 24,781,028 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in the Trust Account. In connection with the special meeting convened on January 20, 2023 related to the Extension Amended Proposal, stockholders totaling 6,862,925 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in the Trust Account. Class B Common Stock —The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At March 31, 2023 and December 31, 2022, there was 8,625,000 shares of Class B common stock issued and outstanding. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B common stock are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering, and holders of Class B common stock have the same stockholder rights as public stockholders, except that (i) the Class B common stock are subject to certain transfer restrictions, as described in more detail below, (ii) the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Class B common stock and any Public Shares held by them in connection with the completion of a Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common stock held by them if the Company fails to complete a Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete our Business Combination within the Combination Period, (iii) the Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and (iv) are subject to registration rights. If the Company submits a Business Combination to the public stockholders for a vote, the Sponsor has agreed to vote any Class B common stock held by it and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. With certain limited exceptions, the shares of Class B common stock are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Warrant Liability

Warrant Liability	3 Months Ended
Warrant Liability	Mar. 31, 2023
Warrants And Rights Note Disclosure [Abstract]
WARRANT LIABILITY	NOTE 8. WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Offering. The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants for Cash —Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. Redemption of Warrants for Shares of Class A Common Stock —Once the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock: • in whole and not in part; • at a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A common stock; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a 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 the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of Warrants For Cash” and “Redemption of Warrants For Shares of Class A Common Stock” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
Fair Value Measurements	Mar. 31, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2023 Level December 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 29,385,397 1 $ 99,222,704 Liabilities: Warrant Liability – Public Warrants 1 $ 2,242,500 1 3,018,750 Warrant Liability – Private Placement Warrants 2 $ 1,157,000 2 1,557,500 The Public Warrants and Private Placement Warrants (collectively, the “Warrants”) The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units on September 14, 2020 were classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The Private Placement Warrants are considered to be a Level 2 fair value measurement and are valued the same as Public Warrant even though they are not traded on the market. The Private Placement Warrants were considered a Level 3 fair value measurement prior to Quarterly period ended September 30, 2021 using a binomial lattice model. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2023 $ 1,557,500 $ 3,018,750 $ 4,576,250 Change in valuation inputs or other assumptions $ (400,500 ) $ (776,250 ) $ (1,176,750 ) Fair value as of March 31, 2023 $ 1,157,000 $ 2,242,500 $ 3,399,500 Fair value as of January 1, 2022 $ 4,734,800 $ 9,177,000 $ 13,911,800 Change in valuation inputs or other assumptions $ (2,754,550 ) $ (5,338,875 ) $ (8,093,425 ) Fair value as of March 31, 2022 $ 1,980,250 $ 3,838,125 $ 5,818,375 The forward purchase agreement was valued using the publicly traded price of the Company’s Units, based upon the fact that the Forward Purchase Units are equivalent to the Company’s publicly traded Units, and the publicly traded price of the Units considered (i) the market’s expectation of an initial Business Combination and (ii) the Company’s redemption of the common stock within the Units at $10.00 per share if an initial Business Combination does not occur. The following table presents the changes in the fair value of forward purchase agreement liability: Fair value as of December 31, 2021 $ 1,600,000 Change in fair value (1,550,000 ) Fair value as of March 31, 2022 $ 50,000

Subsequent Events

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On April 20, 2023, the Company and the other parties to the Merger Agreement executed the Second Amendment to the Merger Agreement to, among other things, clarify the stockholder votes required to approve the Transaction Proposals (as defined in the Merger Agreement), require the Abacus and LMA to deliver or cause to be delivered documentation relating to a tax election to be made at the Closing and extend the Outside Date (as defined in the Merger Agreement). On April 26, 2023, the Company received a written notice (the “Notice”) from the Staff of Nasdaq notifying the Company that, for the 30 consecutive business days prior to the letter, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “Market Value Standard”). The Staff also noted that the Company does not meet the requirements under Nasdaq Listing Rules 5550(b)(1) (Equity Standard) and 5550(b)(3) (Net Income Standard). The Notice does not impact the listing of the Company’s Class A common stock on the Nasdaq Capital Market at this time. The Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”), the Company has a period of 180 calendar days from the date of the Notice, or until October 23, 2023 (the “Compliance Date”), to regain compliance with the Market Value Standard. During this period, Class A common stock will continue to trade on the Nasdaq Capital Market. If at any time before the Compliance Date the Company’s MVLS closes at or above $35 million for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Staff will provide written notification to the Company that it has regained compliance with the Market Value Standard and will close the matter (unless the Staff exercises its discretion to extend this 10 business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)). If the Company does not regain compliance with the Market Value Standard by the Compliance Date, the Staff will provide a written notification to the Company that the Company’s Class A common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Panel, such appeal would be successful. The Company intends to monitor its MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard. The Company may also try to comply with another Nasdaq listing criteria, such as the one under Nasdaq Listing Rule 5550(b)(1) (Equity Standard). However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been c ondensed c onsolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited c ondensed c onsolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on April 18, 2023. The accompanying condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements included in that filing. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to irrevocably opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another emerging growth company that has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires 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 revenues 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 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.
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. In June 2022, the Company liquidated all investments held in the Trust Account to thereafter be held in the form of cash in the Trust Account.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Until June 2022, the Company's portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 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 and are recognized at fair value. While the Company's investments held in the Trust Account were comprised of money market funds, the investments were recognized at fair value. Gains and losses resulting from the change in fair value of those securities were included in gain on investments held in the Trust Account in the accompanying unaudited c ondensed c onsolidated statements of operations. The estimated fair values of investments held in the Trust Account were determined using available market information. At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in cash, as further explained in Note 1 above.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet. At March 31, 2023, and December 31, 2022, the Class A common stock reflected in the condensed consolidated balance sheets is reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (14,662,500 ) Proceeds allocated to FPA liability (1,000,000 ) Class A common stock issuance costs (18,978,817 ) Plus: Remeasurement of carrying value to redemption value 34,641,317 Class A common stock subject to possible redemption December 31, 2021 $ 345,000,000 Redemption of Class A common stock (248,087,256 ) Remeasurement of carrying value to redemption value 146,337 Contribution to trust account 1,924,356 Class A common stock subject to possible redemption December 31, 2022 $ 98,983,437 Redemption of Class A common stock $ (69,932,075 ) Contribution to trust account 282,750 Class A common stock subject to possible redemption March 31, 2023 $ 29,334,112
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its 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”. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statement of operations. Derivative assets and liabilities are classified on the condensed consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the condensed consolidated balance sheet date. The Company has determined the warrants and the forward contract for additional warrants are derivatives. As the financial instruments meet the definition of a derivative the warrants and the forward contract for additional warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the condensed consolidated statement of operations in the period of change.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There was no unrecognized tax liabilities and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Our effective tax rate was 0.00% and 0.00% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to changes in fair value of warrants and the valuation allowance on the deferred tax assets.
Inflation Reduction Act of 2022	Inflation Reduction Act of 2022 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 whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market
Net Income (loss) per Common Stock	Net Income (Loss) per Common Stock The Company complies with accounting and disclosure of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, excluding common stock shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 26,150,000 shares in the calculation of diluted income (loss) per share, since the inclusion of such warrants would be anti-dilutive. The Company’s Condensed Consolidated statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common stock, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income (loss), by the weighted average number of common stock subject to possible redemption outstanding over the period. Net income ( loss ) is allocated evenly on a pro rata basis between Class A and Class B based on weighted average number of shares of common stock outstanding over the period . Consistent with ASC Topic 480-10-S99-3A, remeasurement associated with the redeemable shares of Class A common stock is excluded from income (loss) per share as the redemption value approximates its fair value. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the Three Months Ended March 31, For the Three Months Ended March 31, 2023 2022 Net earnings (loss) $ (143,746 ) $ 9,383,814 Net earnings attributable to shareholders $ (143,746 ) $ 9,383,814 Redeemable Class A Common Stock Numerator: Earnings (loss) allocable to Redeemable Class A Common Stock $ (63,082 ) $ 7,507,051 Denominator: Basic and diluted weighted average shares outstanding, Redeemable Class A 6,745,038 34,500,000 Basic and diluted earnings (loss) per share, Redeemable Class A $ (0.01 ) $ 0.22 Non-Redeemable Class A and Class B Common Stock Numerator: Earnings (loss) allocable to Non-Redeemable Class A and Class B Common Stock $ (80,664 ) $ 1,876,763 Denominator: Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B 8,625,000 8,625,000 Basic and diluted net earnings (loss) per share, Non-Redeemable Class A and Class B $ (0.01 ) $ 0.22
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheet, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. 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.
Reclassification	Reclassification Certain prior period amounts have been reclassified to conform to current presentation.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 for public business entities that meet the definition of a Securities SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted the standard on January 1, 2022 and has assessed that it had no impact on the accounting of the Company. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Reconciled of Class A Common Stock	At March 31, 2023, and December 31, 2022, the Class A common stock reflected in the condensed consolidated balance sheets is reconciled in the following table: Gross Proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (14,662,500 ) Proceeds allocated to FPA liability (1,000,000 ) Class A common stock issuance costs (18,978,817 ) Plus: Remeasurement of carrying value to redemption value 34,641,317 Class A common stock subject to possible redemption December 31, 2021 $ 345,000,000 Redemption of Class A common stock (248,087,256 ) Remeasurement of carrying value to redemption value 146,337 Contribution to trust account 1,924,356 Class A common stock subject to possible redemption December 31, 2022 $ 98,983,437 Redemption of Class A common stock $ (69,932,075 ) Contribution to trust account 282,750 Class A common stock subject to possible redemption March 31, 2023 $ 29,334,112
Calculation of Basic and Diluted Net Income per Common Stock	The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the Three Months Ended March 31, For the Three Months Ended March 31, 2023 2022 Net earnings (loss) $ (143,746 ) $ 9,383,814 Net earnings attributable to shareholders $ (143,746 ) $ 9,383,814 Redeemable Class A Common Stock Numerator: Earnings (loss) allocable to Redeemable Class A Common Stock $ (63,082 ) $ 7,507,051 Denominator: Basic and diluted weighted average shares outstanding, Redeemable Class A 6,745,038 34,500,000 Basic and diluted earnings (loss) per share, Redeemable Class A $ (0.01 ) $ 0.22 Non-Redeemable Class A and Class B Common Stock Numerator: Earnings (loss) allocable to Non-Redeemable Class A and Class B Common Stock $ (80,664 ) $ 1,876,763 Denominator: Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B 8,625,000 8,625,000 Basic and diluted net earnings (loss) per share, Non-Redeemable Class A and Class B $ (0.01 ) $ 0.22

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
Fair Value Measurements (Tables)	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Information about Assets and Liabilities that are Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of Valuation Inputs Utilized	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2023 Level December 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 29,385,397 1 $ 99,222,704 Liabilities: Warrant Liability – Public Warrants 1 $ 2,242,500 1 3,018,750 Warrant Liability – Private Placement Warrants 2 $ 1,157,000 2 1,557,500
Summary of Changes in Fair Value of Warrant Liabilities and Forward Purchase Agreement Liability	The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2023 $ 1,557,500 $ 3,018,750 $ 4,576,250 Change in valuation inputs or other assumptions $ (400,500 ) $ (776,250 ) $ (1,176,750 ) Fair value as of March 31, 2023 $ 1,157,000 $ 2,242,500 $ 3,399,500 Fair value as of January 1, 2022 $ 4,734,800 $ 9,177,000 $ 13,911,800 Change in valuation inputs or other assumptions $ (2,754,550 ) $ (5,338,875 ) $ (8,093,425 ) Fair value as of March 31, 2022 $ 1,980,250 $ 3,838,125 $ 5,818,375 The following table presents the changes in the fair value of forward purchase agreement liability: Fair value as of December 31, 2021 $ 1,600,000 Change in fair value (1,550,000 ) Fair value as of March 31, 2022 $ 50,000

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details) - USD ($)

3 Months Ended

12 Months Ended

May 24, 2023

May 22, 2023

Jan. 20, 2023

Aug. 30, 2022

Jul. 25, 2022

Aug. 25, 2020

Jul. 27, 2020

Mar. 31, 2023

Dec. 31, 2021

Dec. 31, 2022

Oct. 27, 2022

Sep. 29, 2022

Jun. 24, 2020

Jun. 01, 2020

Description Of Organization And Business Operations [Line Items]

Sale of stock, transaction date

Aug. 25, 2020

Sale of stock, price per share

$ 10

$ 18

Sale of warrants, exercise price per share

$ 0.01

Total cash deposited into the Trust Account

$ 45,000,000

Aggregate proceeds held in the Trust Account

345,000,000

Transaction costs

19,840,171

Underwriting fees

6,900,000

Deferred underwriting fees

12,075,000

Other offering costs

$ 865,171

Business combination terms and description

The Company will have until July 27, 2023 (or such earlier time that the Company elects not to deposit additional funds into the Trust Account, as described below) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Percentage of redemption of company's outstanding public shares

100%

Sponsor agreed to loan

$ 1,500,000

$ 300,000

Cash

$ 56,933

$ 86,572

Working capital deficiency

16,167,458

Extension Amendment Proposal

Description Of Organization And Business Operations [Line Items]

Trust account deposit

$ 2,207,106

2,207,106

Extension Amendment Proposal | Sponsor

Description Of Organization And Business Operations [Line Items]

Sponsor deposit

$ 2,207,106

Merger Agreement

Description Of Organization And Business Operations [Line Items]

Sale of stock, price per share

$ 10

Consideration to the holders of issued and outstanding company interest

$ 531,800,000

Second Extension Amendment Proposal | Sponsor

Description Of Organization And Business Operations [Line Items]

Sponsor deposit

$ 94,250

282,750

Second Extension Amendment Proposal | Sponsor | Subsequent Event

Description Of Organization And Business Operations [Line Items]

Trust account deposit

$ 377,000

Maximum

Description Of Organization And Business Operations [Line Items]

Open-ended investment holding maturity period

185 days

Interest to pay for dissolution expenses

$ 100,000

Maximum | Extension Amendment Proposal

Description Of Organization And Business Operations [Line Items]

Sponsor agreed to loan

1,924,356

Maximum | Extension Amendment Proposal | Sponsor

Description Of Organization And Business Operations [Line Items]

Promissory note, principal amount

$ 1,924,356

Maximum | Second Extension Amendment Proposal

Description Of Organization And Business Operations [Line Items]

Sponsor agreed to loan

565,497

Maximum | Second Extension Amendment Proposal | Sponsor

Description Of Organization And Business Operations [Line Items]

Promissory note, principal amount

$ 565,497

Minimum

Description Of Organization And Business Operations [Line Items]

Sale of stock, price per share

$ 12

Percentage of initial business combination fair market value of net assets held in trust account

80%

Percentage of ownership required to complete business combination

50%

Net tangible assets required for business combination

$ 5,000,001

Class A common stock

Description Of Organization And Business Operations [Line Items]

Sale of warrants, exercise price per share

$ 11.50

Transaction costs

$ 18,978,817

Redemption price per share

$ 10.27

$ 10.18

Class A common stock | Extension Amendment Proposal

Description Of Organization And Business Operations [Line Items]

Stock redeemed

24,781,028

Class A common stock | Second Extension Amendment Proposal

Description Of Organization And Business Operations [Line Items]

Stock redeemed

6,862,925

Class A common stock | Minimum

Description Of Organization And Business Operations [Line Items]

Sale of stock, price per share

$ 10

Common Stock Subject to Mandatory Redemption | Extension Amendment Proposal

Description Of Organization And Business Operations [Line Items]

Shares removed from Trust Account

248,087,256

Redemption price per share

$ 10.01

Common Stock Subject to Mandatory Redemption | Second Extension Amendment Proposal

Description Of Organization And Business Operations [Line Items]

Shares removed from Trust Account

69,932,075

Redemption price per share

$ 10.19

Initial Public Offering

Description Of Organization And Business Operations [Line Items]

Sale of units, net of underwriting discounts, offering costs and public warranty

34,500,000

Initial Public Offering | Class A common stock

Description Of Organization And Business Operations [Line Items]

Sale of stock, transaction date

Jul. 27, 2020

Sale of units, net of underwriting discounts, offering costs and public warranty

30,000,000

Sale of stock, price per share

$ 10

Gross proceeds from issuance stock

$ 300,000,000

Private Placement Warrants

Description Of Organization And Business Operations [Line Items]

Sale of warrants

900,000

8,000,000

Sale of warrants, exercise price per share

$ 1

Gross proceeds from sale of warrants

$ 900,000

$ 8,000,000

Over-Allotment Option

Description Of Organization And Business Operations [Line Items]

Sale of units, net of underwriting discounts, offering costs and public warranty

4,500,000

Proceeds from issuance of Class B common stock to Sponsor

$ 45,000,000

Initial Public Offering and Private Placement Warrants

Description Of Organization And Business Operations [Line Items]

Aggregate proceeds held in the Trust Account

$ 345,000,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)		3 Months Ended
	Aug. 16, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Summary Of Significant Accounting Policies [Line Items]
Unrecognized tax benefits		$ 0		$ 0
Amounts accrued for interest and penalties		$ 0		$ 0
Effective income tax rate		0%	0%
Statutory tax rate		21%	21%
U.S. federal excise tax on repurchases of stock	1%
Amount of excise tax percentage of fair market value of shares repurchased	1%
Federal Depository Insurance Coverage amount		$ 250,000
Warrants \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Antidilutive securities excluded calculation of diluted loss per share		26,150,000
Maximum
Summary Of Significant Accounting Policies [Line Items]
Marketable securities investments held in trust account maturity period		185 days

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Reconciled of Class A Common Stock (Details) - USD ($)		3 Months Ended	12 Months Ended
	Aug. 25, 2020	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Less:
Class A common stock issuance costs	$ (19,840,171)
Class A common stock
Summary Of Significant Accounting Policies [Line Items]
Gross Proceeds				$ 345,000,000
Less:
Proceeds allocated to Public Warrants				(14,662,500)
Proceeds allocated to FPA liability				(1,000,000)
Class A common stock issuance costs				(18,978,817)
Plus:
Redemption of Class A common stock		$ (69,932,075)	$ (248,087,256)
Remeasurement of carrying value to redemption value			146,337	34,641,317
Contribution to trust account		282,750	1,924,356
Redemption value		$ 29,334,112	$ 98,983,437	$ 345,000,000

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income (loss) per Common Stock (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share Basic [Line Items]
Net earnings (loss)	$ (143,746)	$ 9,383,814
Net earnings attributable to shareholders	(143,746)	9,383,814
Numerator: Earnings (loss) allocable to Non-Redeemable Class A and Class B Common Stock	$ (80,664)	$ 1,876,763
Denominator: Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B	8,625,000	8,625,000
Basic and diluted net earnings (loss) per share, Non-Redeemable Class A and Class B	$ (0.01)	$ 0.22
Class A common stock
Earnings Per Share Basic [Line Items]
Net earnings attributable to shareholders	$ (63,082)	$ 7,507,051
Basic weighted average shares outstanding	6,745,038	34,500,000
Diluted weighted average shares outstanding	6,745,038	34,500,000
Basic net income (loss) per share	$ (0.01)	$ 0.22
Diluted net income (loss) per share	$ (0.01)	$ 0.22

Public Offering - Additional In

Public Offering - Additional Information (Details) - $ / shares	Aug. 25, 2020	Jul. 27, 2020	Mar. 31, 2023
Subsidiary Sale Of Stock [Line Items]
Sale of stock, price per share	$ 10		$ 18
Sale of warrants, exercise price per share			$ 0.01
Sale of stock, transaction date	Aug. 25, 2020
Class A common stock
Subsidiary Sale Of Stock [Line Items]
Number of share holding in each class of warrant	1
Sale of warrants, exercise price per share	$ 11.50
Initial Public Offering
Subsidiary Sale Of Stock [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty	34,500,000
Initial Public Offering \| Class A common stock
Subsidiary Sale Of Stock [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty		30,000,000
Sale of stock, price per share	$ 10	$ 10
Sale of stock, transaction date		Jul. 27, 2020
Over-Allotment Option
Subsidiary Sale Of Stock [Line Items]
Sale of units, net of underwriting discounts, offering costs and public warranty	4,500,000

Private Placement - Additional

Private Placement - Additional Information (Details) - USD ($)	Aug. 25, 2020	Mar. 31, 2023	Jul. 27, 2020
Subsidiary Sale Of Stock [Line Items]
Sale of warrants, exercise price per share		$ 0.01
Class A common stock
Subsidiary Sale Of Stock [Line Items]
Sale of warrants, exercise price per share	$ 11.50
Private Placement Warrants
Subsidiary Sale Of Stock [Line Items]
Sale of warrants, exercise price per share	$ 1		$ 1
Private Placement Warrants \| Warrants
Subsidiary Sale Of Stock [Line Items]
Stock issued, shares	8,900,000
Shares issued, price per share	$ 1
Stock issued, value	$ 8,900,000
Private Placement Warrants \| Warrants \| Class A common stock
Subsidiary Sale Of Stock [Line Items]
Sale of warrants, exercise price per share	$ 11.50
Each warrant exercisable	1
Over-Allotment Option \| Warrants
Subsidiary Sale Of Stock [Line Items]
Stock issued, shares	900,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details)

3 Months Ended

12 Months Ended

Sep. 29, 2022 USD ($)

Aug. 31, 2020 USD ($)

Aug. 25, 2020 $ / shares shares

Jul. 27, 2020 USD ($)

Jul. 24, 2020 USD ($) Affiliate

Jun. 01, 2020 USD ($) $ / shares shares

Mar. 31, 2023 USD ($) $ / shares

Mar. 31, 2022 USD ($)

Dec. 31, 2022 USD ($)

Jan. 31, 2023 USD ($)

Jan. 20, 2023 USD ($)

Jul. 25, 2022 USD ($)

Feb. 15, 2021 USD ($)

Jul. 31, 2020 shares

Jun. 24, 2020 USD ($)

Related Party Transaction [Line Items]

Sale of stock, price per share | $ / shares

$ 10

$ 18

Minimum commencement period

150 days

Share-based compensation

$ 0

Number of affiliates | Affiliate

Fees paid under office space, administrative and support services

60,000

$ 60,000

Loans from related party for working capital

$ 1,500,000

Proceeds from working capital loans related party

$ 1,500,000

Warrant conversion price | $ / shares

$ 1.50

Loans from sponsor for working capital purposes

$ 0

Sponsor agreed to loan

$ 1,500,000

$ 300,000

Repayment of affiliates and sponsor

$ 97,126

$ 265,763

Sponsor advanced

$ 265,763

Business combination, debt conversion description

Upon the consummation of a Business Combination, the holder of the First Extension Note and the Second Extension Note (or a permitted assignee) shall have the option, but not the obligation, to convert up to $1,500,000 or a portion of the unpaid principal balance of the First Extension Note and up to $500,000 or a portion of the unpaid principal balance of the Second Extension Note into that number of Working Capital Warrants equal to the principal amount of such Note so converted divided by $1.50.

Note payable to related party

$ 5,489,853

4,924,356

Amended and Restated

Related Party Transaction [Line Items]

Promissory note, principal amount

$ 3,000,000

Sponsor

Related Party Transaction [Line Items]

Note payable to related party

1,500,000

Sponsor | First Extension Amendment Proposal

Related Party Transaction [Line Items]

Sponsor deposit

$ 1,924,356

Sponsor | Second Extension Amendment Proposal

Related Party Transaction [Line Items]

Sponsor deposit

282,750

$ 94,250

Minimum

Related Party Transaction [Line Items]

Sale of stock, price per share | $ / shares

$ 12

Maximum

Related Party Transaction [Line Items]

Loans from related party for working capital

$ 1,500,000

Loans from sponsor for working capital purposes

$ 500,000

Maximum | First Extension Amendment Proposal

Related Party Transaction [Line Items]

Sponsor agreed to loan

$ 1,924,356

Maximum | Second Extension Amendment Proposal

Related Party Transaction [Line Items]

Sponsor agreed to loan

565,497

Maximum | Affiliate One

Related Party Transaction [Line Items]

Monthly amount paid to affiliates of sponsor for office space, administrative and support services

$ 10,000

Maximum | Affiliate Two

Related Party Transaction [Line Items]

Monthly amount paid to affiliates of sponsor for office space, administrative and support services

$ 10,000

Maximum | Sponsor | First Extension Amendment Proposal

Related Party Transaction [Line Items]

Promissory note, principal amount

$ 1,924,356

Maximum | Sponsor | Second Extension Amendment Proposal

Related Party Transaction [Line Items]

Promissory note, principal amount

$ 565,497

Thomas W. Corbett, Jr

Related Party Transaction [Line Items]

Founder shares | shares

10,000

Fair value of shares granted, shares | shares

10,000

Fair value of shares granted, value

$ 61,173

Fair value of shares granted per share | $ / shares

$ 6.12

Class B common stock

Related Party Transaction [Line Items]

Sponsor purchased shares | shares

8,625,000

Shares issued, price per share | $ / shares

$ 0.0001

Sponsor purchased aggregate price

$ 25,000

Founders share subject to forfeiture | shares

1,125,000

Percentage of issued and outstanding

20%

Shares exercises in period | shares

1,125,000

Class A common stock

Related Party Transaction [Line Items]

Stockholders' equity stock split, conversion ratio

Class A common stock | Minimum

Related Party Transaction [Line Items]

Sale of stock, price per share | $ / shares

$ 10

Commitments - Additional Inform

Commitments - Additional Information (Details) - USD ($)

3 Months Ended

May 24, 2023

May 22, 2023

Jan. 20, 2023

Aug. 30, 2022

Jul. 25, 2022

Mar. 31, 2023

Dec. 31, 2022

Nov. 25, 2022

Sep. 29, 2022

Aug. 25, 2020

Jul. 02, 2020

Jun. 24, 2020

Jun. 01, 2020

Loss Contingencies [Line Items]

Sponsor agreed to loan

$ 1,500,000

$ 300,000

Sale of stock, price per share

$ 18

$ 10

Minimum

Loss Contingencies [Line Items]

Sale of stock, price per share

$ 12

First Extension Amendment Proposal

Loss Contingencies [Line Items]

Trust account deposit

$ 320,726

First Extension Amendment Proposal | Maximum

Loss Contingencies [Line Items]

Sponsor agreed to loan

1,924,356

First Extension Amendment Proposal | Sponsor

Loss Contingencies [Line Items]

Sponsor deposit

$ 1,924,356

First Extension Amendment Proposal | Sponsor | Maximum

Loss Contingencies [Line Items]

Promissory note, principal amount

$ 1,924,356

Second Extension Amendment Proposal | Maximum

Loss Contingencies [Line Items]

Sponsor agreed to loan

$ 565,497

Second Extension Amendment Proposal | Sponsor

Loss Contingencies [Line Items]

Sponsor deposit

94,250

$ 282,750

Second Extension Amendment Proposal | Sponsor | Subsequent Event

Loss Contingencies [Line Items]

Trust account deposit

$ 377,000

Second Extension Amendment Proposal | Sponsor | Maximum

Loss Contingencies [Line Items]

Promissory note, principal amount

$ 565,497

Merger Agreement

Loss Contingencies [Line Items]

Consideration to the holders of issued and outstanding company interest

$ 531,800,000

Sale of stock, price per share

$ 10

Legal fees

$ 3,800,000

Advisory fees

$ 4,800,000

Class A common stock

Loss Contingencies [Line Items]

Redemption price per share

$ 10.27

$ 10.18

Class A common stock | Minimum

Loss Contingencies [Line Items]

Sale of stock, price per share

$ 10

Class A common stock | First Extension Amendment Proposal

Loss Contingencies [Line Items]

Stock redeemed

24,781,028

Shares removed from Trust Account

248,087,256

Class A common stock | Second Extension Amendment Proposal

Loss Contingencies [Line Items]

Stock redeemed

6,862,925

Common Stock Subject to Mandatory Redemption | First Extension Amendment Proposal

Loss Contingencies [Line Items]

Redemption price per share

$ 10.01

Common Stock Subject to Mandatory Redemption | Second Extension Amendment Proposal

Loss Contingencies [Line Items]

Shares removed from Trust Account

69,932,075

Redemption price per share

$ 10.19

Forward Purchase Agreement

Loss Contingencies [Line Items]

Maximum number of forward purchase units to be purchased by affiliate

5,000,000

Number of shares issued consists per units purchased under agreement

Number of warrants issued consist per units purchased under agreement

0.5

Forward Purchase Agreement | Class A common stock

Loss Contingencies [Line Items]

Forward purchase warrants per share

$ 10

Maximum amount of forward purchase warrants in private placement

$ 50,000,000

Each warrant exercisable

Underwriting Agreement

Loss Contingencies [Line Items]

Payments to underwriters as underwriting discount

$ 6,900,000

Underwriters entitled for deferred fee

$ 12,075,000

Underwriters entitled for deferred fee per unit

$ 0.35

Estimated reduction in business combination expenses

$ 12,075,000

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Details) - $ / shares			3 Months Ended
	Jan. 20, 2023	Jul. 25, 2022	Mar. 31, 2023	Dec. 31, 2022
Class Of Stock [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value			$ 0.0001	$ 0.0001
Preferred stock, shares issued			0	0
Preferred stock, shares outstanding			0	0
Common stock voting rights			one vote
Class A common stock
Class Of Stock [Line Items]
Common stock, shares authorized			200,000,000	200,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Common stock, shares, issued			0	0
Common stock, shares, outstanding			0	0
Common stock subject to possible redemption			2,856,047	9,718,972
Common stock last sale price per share equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations			$ 12
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations for any trading days			20 days
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations with in trading day period			30 days
Common stock last sale price equals or exceeds as adjusted for stock splits, stock dividends, reorganizations and recapitalizations minimum commencing period after business combination			150 days
Class A common stock \| First Extension Amendment Proposal
Class Of Stock [Line Items]
Stock redeemed		24,781,028
Class A common stock \| Second Extension Amendment Proposal
Class Of Stock [Line Items]
Stock redeemed	6,862,925
Class B common stock
Class Of Stock [Line Items]
Common stock, shares authorized			20,000,000	20,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Common stock, shares, issued			8,625,000	8,625,000
Common stock, shares, outstanding			8,625,000	8,625,000
Common stock, conversion basis			one-for-one
Common stock transferable assignable or salable period after completion of business combination			1 year

Warrant Liability - Additional

Warrant Liability - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Aug. 25, 2020	Jun. 01, 2020
Class Of Warrant Or Right [Line Items]
Number of fractional shares issued upon exercise of public warrants	0
Public warrants exercisable period after completion of business combination	30 days
Public warrants exercisable period from closing of proposed offering	12 months
Public warrants expiration term after completion of business combination	5 years
Obligation to settle public warrant exercise	$ 0
Warrants exercisable	$ 0
Sale of warrants, exercise price per share	$ 0.01
Minimum period prior written notice of redemption to each warrant holder	30 days
Sale of stock, price per share	$ 18	$ 10
Adjusted percentage of higher of the market value and the newly issued price for redemption of warrants for cash	100%
Minimum
Class Of Warrant Or Right [Line Items]
Sale of stock, price per share			$ 12
Class A common stock
Class Of Warrant Or Right [Line Items]
Sale of warrants, exercise price per share		$ 11.50
Minimum period prior written notice of redemption to each warrant holder	30 days
Percentage of equity proceeds and interest.	60%
Adjusted percentage of higher of the market value and the newly issued price for redemption of warrants for shares of Class A common stock	180%
Class A common stock \| Minimum
Class Of Warrant Or Right [Line Items]
Sale of stock, price per share	$ 10
Class A common stock \| Maximum \| Business Combination
Class Of Warrant Or Right [Line Items]
Effective issue price per share	$ 9.20

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Information about Assets and Liabilities that are Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of Valuation Inputs Utilized (Details) - Fair Value Measurements, Recurring - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Level 1 \| Warrant Liability - Public Warrants
Liabilities:
Liabilities	$ 2,242,500	$ 3,018,750
Level 1 \| Marketable Securities Held In Trust Account
Assets:
Marketable securities held in Trust Account	29,385,397	99,222,704
Level 2 \| Warrant Liability - Private Placement Warrants
Liabilities:
Liabilities	$ 1,157,000	$ 1,557,500

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Changes in Fair Value of Warrant Liabilities and Forward Purchase Agreement Liability (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Private Placement
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 1,557,500	$ 4,734,800
Change in valuation inputs or other assumptions	(400,500)	(2,754,550)
Ending balance	1,157,000	1,980,250
Public
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	3,018,750	9,177,000
Change in valuation inputs or other assumptions	(776,250)	(5,338,875)
Ending balance	2,242,500	3,838,125
Warrant Liability
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	4,576,250	13,911,800
Change in valuation inputs or other assumptions	(1,176,750)	(8,093,425)
Ending balance	$ 3,399,500	5,818,375
Forward Purchase Agreement
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance		1,600,000
Change in fair value		(1,550,000)
Ending balance		$ 50,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	Mar. 31, 2023 $ / shares
Fair Value Disclosures [Abstract]
Redemption price per share	$ 10

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - Subsequent Event	Apr. 26, 2023 USD ($)
Subsequent Event [Line Items]
Period of consecutive business days prior to the letter	30 days
Minimum market value of listed securities	$ 35,000,000
Period of calendar days from the date of notice	180 days
Minimum consecutive business days required under the compliance period rule	10 days