Thunder Bridge Capital Partners III (TBCP) 10-K31 Mar 232022 FY Annual reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - USD ($) $ in Millions	12 Months Ended
Document And Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	THUNDER BRIDGE CAPITAL PARTNERS III, INC.
Trading Symbol	TBCP
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 404,172
Amendment Flag	false
Entity Central Index Key	0001815753
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39998
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1445798
Entity Address, Address Line One	9912 Georgetown Pike
Entity Address, Address Line Two	Suite D203
Entity Address, City or Town	Great Falls
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22066
City Area Code	(202)
Local Phone Number	431-0507
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	248
Auditor Name	GRANT THORNTON LLP
Auditor Location	Philadelphia, Pennsylvania
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		2,100,741
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		10,350,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 180,109	$ 336,290
Prepaid expenses	30,013	258,410
Total current assets	210,122	594,700
Other assets:
Cash and marketable securities held in Trust Account	12,263,483	414,036,755
Total assets	12,473,605	414,631,455
Current liabilities:
Accounts payable and accrued expenses	500,117	211,474
Income taxes payable	1,111,143
Warrant liability	680,940	7,047,500
Promissory note payable - related party, at fair value	475,000
Total current liabilities	2,767,200	7,258,974
Deferred underwriting fee payable	14,490,000	14,490,000
Total liabilities	17,257,200	21,748,974
Commitments
Shares subject to possible redemption, 1,097,741 and 41,400,000, at December 31, 2022 and 2021, respectively, at redemption value	11,152,340	414,036,755
Stockholders’ Equity (Deficit):
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 1,003,000 and 0 shares issued and outstanding (excluding 41,400,000 and 1,097,741 shares subject to possible redemption), at December 31, 2022 and 2021, respectively	100	100
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding at December 31, 2022 and 2021	1,035	1,035
Additional paid in capital
Accumulated deficit	(15,937,070)	(21,155,409)
Total stockholders’ equity (deficit)	(15,935,935)	(21,154,274)
Total liabilities and stockholders’ equity (deficit)	$ 12,473,605	$ 414,631,455

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Shares subject to possible redemption value (in Dollars)	$ 1,097,741	$ 41,400,000
Preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares outstanding
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	1,003,000	0
Common stock, shares outstanding	1,003,000	0
Common stock, shares subject to possible redemption	41,400,000	1,097,741
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	10,350,000	10,350,000
Common stock, shares outstanding	10,350,000	10,350,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Formation costs and other operating expenses	$ 1,517,863	$ 1,404,498
Loss from operations	(1,517,863)	(1,404,498)
Other income:
Interest income	5,649,184	36,755
Change in fair value of warrant liability	6,366,560	1,440,575
Income before income taxes	10,497,881	72,832
Income tax expense	1,111,143
Net income	$ 9,386,738	$ 72,832
Class A Common Stock
Other income:
Weighted average shares outstanding (in Shares)	41,961,331	37,756,096
Basic and diluted net income per share (in Dollars per share)	$ 0.2
Class B Common Stock
Other income:
Weighted average shares outstanding (in Shares)	10,350,000	10,350,000
Basic and diluted net income per share (in Dollars per share)	$ 0.1

Statements of Operations (Paren

Statements of Operations (Parentheticals)	12 Months Ended
Statements of Operations (Parentheticals)	Dec. 31, 2022 $ / shares
Class A Common Stock
Basic and diluted net income per share	$ 0.20
Class B Common Stock
Basic and diluted net income per share	$ 0.10

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Equity - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 1,035	$ 23,965	$ (29,371)	$ (4,371)
Balance (in Shares) at Dec. 31, 2020		10,350,000
Sale of Units, net of underwriters discount, offering costs and warrant liabilities	$ 4,240		392,809,780		392,814,020
Sale of Units, net of underwriters discount, offering costs and warrant liabilities (in Shares)	42,403,000
Common Stock subject to redemption	$ (4,140)		(392,833,745)	(21,198,870)	(414,036,755)
Common Stock subject to redemption (in Shares)	(41,400,000)
Net income (loss)				72,832	72,832
Balance at Dec. 31, 2021	$ 100	$ 1,035		(21,155,409)	(21,154,274)
Balance (in Shares) at Dec. 31, 2021	1,003,000	10,350,000
Common Stock subject to redemption	$ 4,030		407,048,786	(4,168,399)	402,884,417
Common Stock subject to redemption (in Shares)	40,302,259
Common Stock redeemed	$ (4,030)		(407,048,786)		(407,052,816)
Common Stock redeemed (in Shares)	(40,302,259)
Net income (loss)				9,386,738	9,386,738
Balance at Dec. 31, 2022	$ 100	$ 1,035		$ (15,937,070)	$ (15,935,935)
Balance (in Shares) at Dec. 31, 2022	1,003,000	10,350,000

Statements of Changes in Stoc_2

Statements of Changes in Stockholders’ Equity (Parentheticals)	12 Months Ended
	Dec. 31, 2021 shares
Statement of Stockholders' Equity [Abstract]
Sale of Units	42,403,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flow from operating activities:
Net income	$ 9,386,738	$ 72,832
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned in Trust Account	(5,649,184)	(36,755)
Change in fair value of warrant liability	(6,366,560)
Changes in operating assets and liabilities:
Prepaid expenses	228,399	(258,410)
Accounts payable and accrued expenses	288,643	187,103
Income taxes payable	1,111,143
Net cash used in operating activities	(1,000,821)	(35,230)
Cash flows from investing activities:
Investment of cash in Trust Account		(414,000,000)
Redemption of cash in Trust Account	407,422,456
Net cash provided by (used in) investing activities	407,422,456	(414,000,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid		414,773,260
Payment of deferred offering costs		(421,740)
Proceeds from promissory note - related party	510,000	95,000
Repayment of promissory note - related party	(35,000)	(100,000)
Redemption of Class A common stock	(407,052,816)
Net cash provided by (used in) financing activities	(406,577,816)	414,346,520
Net change in cash	(156,181)	311,290
Cash at the beginning of the period	336,290	25,000
Cash at the end of the period	$ 180,109	$ 336,290

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2022
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Thunder Bridge Capital Partners III, Inc. (the “Company”) is a blank check company incorporated in Delaware on June 12, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not yet commenced any operations. All activity for the period June 12, 2020 (inception) through December 31, 2022 related to the Company’s formation, the initial public offering (the “Initial Public Offering”) and subsequent to the completion of the Initial Public Offering, identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income 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 February 4, 2021. On February 10, 2021, the Company consummated the Initial Public Offering of 41,400,000 units (“Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $414,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,003,000 private placement units (the “Private Placement Units”) at a price of $10.00 per unit in a private placement to TBCP III, LLC (the “Sponsor”), generating gross proceeds of $10,030,000, which is described in Note 4. The Private Placement Units consist of one share of the Company’s Class A common stock, $0.0001 par value (the “Private Placement Shares”), and one-fifth of one redeemable warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share. Following the closing of the Initial Public Offering on February 10, 2021, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Units was placed in a trust account (“Trust Account”) which may be invested 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 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. Transaction costs amounted to $23,191,740 consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees (see Note 6) and $421,740 of other costs. Of the transaction costs, $463,835 associated with the issuance of warrants that have been classified as a liability have been expensed during the year ended December 31, 2021. In addition, at the closing of the Initial Public Offering, $1,263,117 of cash was held outside of the Trust Account and was available for working capital purposes. 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 Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter 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 outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, $10.00 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Units, was placed in the Trust Account and invested in 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 in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus 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). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “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. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5), the common stock included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. At the Meeting (as defined in Note 2) held on December 16, 2022, the stockholders of the Company approved an amendment to the Company’s charter to extend the date by which the Company has to either consummate a Business Combination or wind up the Company and redeem 100% of the Public Shares sold in the IPO from February 10, 2023 to August 10, 2023 (or such earlier date as determined by the Board) (the “Combination Period”). If the Company is unable to complete a Business Combination by the end of 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 ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to us to pay taxes (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), subject to applicable law, 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, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission 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 a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 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, 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. If the Company has not completed a Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and 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 the rights of the public stockholders as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the public stockholders will be entitled to receive a full pro rata interest in the Trust Account (initially anticipated to be approximately $10.00 per share, plus any pro rata interest earned on the Trust Fund not previously released to the Company and less up to $100,000 of interest to pay dissolution expenses). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below), Private Placement Shares or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Company has completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Additionally, the Sponsor has executed the Promissory Note (as defined in Note 5) to loan the Company up to $1,500,000. Through December 31, 2022, the Company has borrowed $475,000 under the Promissory Note. Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Liquidity and Going Concern Consideration As of December 31, 2022, the Company had a working capital deficit of approximately $2,557,000, including approximately $180,000 in its operating bank account. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, an advance from an affiliate of the Sponsor of the payment of certain formation and operating costs on behalf of the Company and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, as of December 31, 2022 and 2021, there were $475,000 and $0 amounts outstanding under the Working Capital Loan (Note 5). In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, Presentation of Financial Statements - Going Concern 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 not to 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, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has 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 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 period. 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. The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Shares Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are 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, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A common stock or the statement of operations based on the relative value of the Class A common stock and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, offering costs in the aggregate of $23,191,740 were recognized, $463,835 of which was allocated to the warrants and immediately expensed included in formation costs and other operating expenses in the Statements of Operations, and $22,727,905 was allocated to Class A common stock, reducing the carrying amount of such shares. Cash Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were invested in a money market fund. Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. The calculation of diluted loss per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants, because the exercise of the warrants is contingent upon the occurrence of future events. A reconciliation of net income per share of common stock is as follows: For the Year Ended For the Year Ended Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income, as adjusted $ 7,529,535 $ 1,857,203 $ 57,162 $ 15,670 Less: Accretion allocated based on ownership percentage (3,343,665 ) (824,734 ) (28,847 ) (7,908 ) Plus: Accretion applicable to Class A redeemable shares 4,168,399 36,755 Income by class $ 8,354,269 $ 1,032,469 $ 65,070 $ 7,762 Denominator: Basic and diluted weighted average common stock outstanding 41,961,331 10,350,000 37,756,096 10,350,000 Basic and diluted net income per share $ 0.20 $ 0.10 $ - $ - Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit 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 FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the 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 balance sheet date. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of December 31, 2022 through the date these financial statements were issued. Based upon review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except for the following: On December 16, 2022, the Company held a special meeting of its stockholders (the “Meeting”). In connection with the Meeting, as set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2022, the holders of 40,302,259 shares of the Company’s Class A common stock (the “Redeeming Stockholders”) properly exercised their right to redeem their shares for cash. On December 30, 2022, an initial redemption payment was made by Continental Stock Transfer & Trust Company (“CST”), as trustee of the Trust Account, to the Redeeming Stockholders at a rate of $10.10 per share and, on January 11, 2023, CST made an additional redemption payment (the “Additional Payment”) to the Redeeming Stockholders at a rate of $0.02841302 per share, for a total redemption payment per share of $10.12841302. It was later determined that the Company did not withdraw all of the interest from the Trust Account that it was allowed to withdraw to cover income and franchise taxes and, therefore, the Additional Payment should have been $0.00157381 per share, for a total redemption payment of $10.10157381 per share. This meant that the Redeeming Stockholders were overpaid in the amount of $0.02683921 per share (the “Overpayment Amount”). The Redeeming Stockholders are in the process of being notified of this situation and are being instructed to return the Overpayment Amount to CST. To date, the Company has recovered substantially all of the Overpayment Amount.

Initial Public Offering

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2022
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one fifth of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 8).

Private Placement

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2022
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 1,003,000 Private Placement Units at a price of $10.00 per unit for an aggregate purchase price of $10,030,000. Each Private Placement Unit is identical to the units offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the Trust Account with respect to the private placement shares or private placement warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period.

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 26, 2020, the Company issued an aggregate of 8,625,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. In February 2021, we effected a stock dividend of 0.2 shares for each Founder Share outstanding, resulting in our sponsor holding an aggregate number of 10,350,000 Founder Shares. The Founder Shares included an aggregate of up to 1,350,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). The Sponsor has agreed not to transfer, assign, or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities, or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s 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 the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On June 12, 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 “Note”). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. On March 3, 2021, the $100,000 outstanding under the Note was repaid in full. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into units at a price of $10.00 per unit. The units will be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On March 25, 2022, the Company executed a promissory note with respect to the Working Capital Loan for the Sponsor to loan funds to the Company up to $1,500,000 (the “Promissory Note”). At December 31, 2022 there was $475,000 outstanding under the Promissory Note. The fair value of the Promissory Note as of December 31, 2022 was $475,000, with changes in fair value recorded to the statements of operations. For the year ended December 31, 2022, there were no changes in fair value recorded to the statements of operations. Administrative Support Agreement The Company entered into an agreement, whereby, commencing on February 10, 2021, through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company pays an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, and secretarial and administrative support. The Company had incurred and paid $120,000 and $110,000 for the years ended December 31, 2022 and 2021, respectively. Advisory Agreement The Company entered into an agreement, whereby, commencing on February 10, 2021, through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of Chief Executive Officer a monthly fee of $20,000 for advisory services related to its search for and consummation of its Initial Business Combination. The Company had incurred and paid $240,000 and $220,000 for the years ended December 31, 2022 and 2021, respectively. Initial Public Offering In February 2021, our Chief Executive Officer purchased 100,000 units at a price of $10.00 per unit for an aggregate purchase price of $1,000,000 as part of our Initial Public Offering.

Commitments

Commitments	12 Months Ended
Commitments	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on February 10, 2021, the holders of the Founder Shares, Private Placement Units (and their underlying securities) and the units that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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 lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The Company granted the underwriter a 45-day option to purchase up to 5,400,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions, which was exercised on February 10, 2021. The underwriter was paid a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Initial Public Offering, or $8,280,000. In addition, the underwriter is entitled to a deferred underwriting discount of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $14,490,000. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement.

Warrant Liability

Warrant Liability	12 Months Ended
Warrant Liability	Dec. 31, 2022
Warrant Liability Disclosure [Abstract]
WARRANT LIABILITY	NOTE 7. 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 consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any 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 covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, it will use its best efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● 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 reported 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 and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders. In addition, once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.10 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a formula set out in the warrant agreement; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders (the “30-day Reference Period”); and ● unless the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within the 30-day Reference Period, the private placement warrants are also concurrently redeemed at the same price and terms as the outstanding Public Warrants (provided that the redemption may be on a cashless basis). If and when the warrants become redeemable by the Company, it may exercise our redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws; provided, that the Company will use its best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by the Company in our initial public offering. 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 share dividend, or recapitalization, reorganization, merger, or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants, except in the event of certain tender offers, as defined in the warrant. 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 its initial 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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the 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, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. The private placement warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the private placement warrants will 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. Additionally, the private placement warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (other than in the case the Public Warrants are redeemed for $0.10 as described above). 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. At December 31, 2022, there were 8,280,000 whole public warrants and 206,000 private placement warrants outstanding with a fair value of $662,400 and $18,540, respectively. The Company accounts for the 8,280,000 warrants issued in connection with the Initial Public Offering and the 200,600 private placement warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a derivative liability. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A common stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per common stock, and (ii) in all other cases, the volume weighted average price of the common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination. The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
Stockholders’ Equity	Dec. 31, 2022
Stockholders’ Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8. STOCKHOLDER’S EQUITY Preferred Stock Class A Common Stock Class B Common Stock — Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law; provided that only holders of Class B common stock have the right to vote for the election of directors prior to the Company’s initial Business Combination. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2022 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 12,263,483 $ 414,036,755 Liabilities: Public Warrants (1) 1 $ 662,400 $ 6,872,400 Private Placement Warrants (1) 2 18,540 175,100 (1) Measured at fair value on a recurring basis. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Statement of Operations. Initial Measurement The Company established the initial fair value for the Warrants on February 10, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation and Black-Scholes Merton formula for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-fifth of one Public Warrant), and (ii) the sale of Private Placement Units, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption based on their relative fair values at the initial measurement date. The Private Placement Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: February 10, Input 2021 Risk-free interest rate 74.00 % Expected term (years) 6.5 Expected Volatility 15 % Exercise Price $ 11.50 Stock price $ 9.80 The Company’s use of a Monte Carlo simulation and Black-Scholes Merton formula required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the 6.5 year yield the yield on the U.S. Treasury notes as of the Valuation Date that matched the time period to DeSPAC as of each Valuation Date. ● The expected term was simulated out daily over the expected remaining life of the Public Warrants. The specific remaining life was based on Management’s estimated time to DeSPAC as well as the five-year contractual period that begins once the transaction closes. ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The fair value of the Units, which each consist of one share of Class A common stock and one-fifth of one Public Warrant, represents the closing price on the measurement date as observed from the ticker TBCP. Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk neutral probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference in value between the Public Warrants and Private Placement Warrants across the valuation dates utilized in the Monte Carlo simulation model. Therefore, the resulting valuations for the two classes of warrants were determined to be equal. On February 10, 2021, the Private Placement Warrants and Public Warrants were determined to be $1.57 per warrant for aggregate values of $12.6 million and $31.6 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2022 and 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker TBCPW. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is classified as Level 2, due to the use of observable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at the subsequent measurement date: December 31, Input 2022 2021 Risk-free interest rate 3.99 % 1.31 % Expected term (years) 5 5 Expected term to de-SPAC (years) 0.58 0.60 Expected Volatility 25.6 % 13.1 % Exercise Price $ 11.50 $ 11.50 Stock price $ 9.75 $ 9.76 As of December 31, 2022 and 2021, the aggregate values of the Private Placement Warrants and Public Warrants were approximately $0.681 million and $7.047 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ - $ - $ - Initial Measurement on February 10, 2021 208,075 8,280,000 8,488,075 Change in valuation inputs or other assumptions (1) (32,975 ) (1,407,600 ) (1,440,575 ) Fair value as of December 31, 2021 175,100 6,872,400 7,047,500 Change in valuation inputs or other assumptions (1) (156,560 ) (6,210,000 ) (6,366,560 ) Fair value as of December 31, 2022 $ 18,540 $ 662,400 $ 680,940 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statements of Operations. The following table present the changes in fair value of the Level 3 Working Capital Loan- related party: Fair value as of January 1, 2022 $ - Proceeds received through Working Capital Loan - Related Party 475,000 Change in fair value - Fair value as of December 31, 2022 $ 475,000 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the nine months ended September 30, 2022 for the Working Capital Loan.

Income Taxes

Income Taxes	12 Months Ended
Income Taxes	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 10. INCOME TAXES As of December 31, 2022 and December 31, 2021, the Company’s net deferred tax assets are as follows: 2022 2021 Deferred tax asset: Organizational costs/Startup expenses $ 386,136 $ 155,539 Net operating loss carryover - 34,281 Total deferred tax asset 386,136 189,820 Valuation allowance (386,136 ) (189,820 ) Deferred tax asset, net of allowance $ - $ - The income tax benefit for the years ended December 31, 2022 and 2021, consists of the following: 2022 2021 Federal: Current $ 1,111,143 - State: Current $ - - Income tax provision $ 1,111,143 - A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and December 31, 2021, consists of the following: 12/31/2022 12/31/2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (59.4 )% (1977.9 )% Change in valuation allowance 48.8 % 1,956.9 % Effective Tax Rate 10.4 % 0.0 % The Company will file taxes in the U.S. Federal jurisdiction. We have $0 and $197,146 in net operating loss carryovers at 2022 and 2021, respectively. We are subject to taxation in the United States. As of December 31, 2022, we have no tax years under examination by the IRS. The U.S. federal tax returns for tax years 2021 and 2020 remain open to examination by the tax authorities. We have established a full valuation allowance for our deferred tax assets for the years ended December 31, 2022 and 2021, as it is more likely than not that these assets will not be realized in the foreseeable future. Our valuation allowance increased by $196,316 from 2021 to 2022.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Liquidity and Going Concern Consideration	Liquidity and Going Concern Consideration As of December 31, 2022, the Company had a working capital deficit of approximately $2,557,000, including approximately $180,000 in its operating bank account. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, an advance from an affiliate of the Sponsor of the payment of certain formation and operating costs on behalf of the Company and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, as of December 31, 2022 and 2021, there were $475,000 and $0 amounts outstanding under the Working Capital Loan (Note 5). In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, Presentation of Financial Statements - Going Concern
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 not to 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, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has 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 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 period. 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. The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Shares Subject to Possible Redemption	Shares Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are 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, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs	Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A common stock or the statement of operations based on the relative value of the Class A common stock and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, offering costs in the aggregate of $23,191,740 were recognized, $463,835 of which was allocated to the warrants and immediately expensed included in formation costs and other operating expenses in the Statements of Operations, and $22,727,905 was allocated to Class A common stock, reducing the carrying amount of such shares.
Cash Held in Trust Account	Cash Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were invested in a money market fund.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. The calculation of diluted loss per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants, because the exercise of the warrants is contingent upon the occurrence of future events. A reconciliation of net income per share of common stock is as follows: For the Year Ended For the Year Ended Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income, as adjusted $ 7,529,535 $ 1,857,203 $ 57,162 $ 15,670 Less: Accretion allocated based on ownership percentage (3,343,665 ) (824,734 ) (28,847 ) (7,908 ) Plus: Accretion applicable to Class A redeemable shares 4,168,399 36,755 Income by class $ 8,354,269 $ 1,032,469 $ 65,070 $ 7,762 Denominator: Basic and diluted weighted average common stock outstanding 41,961,331 10,350,000 37,756,096 10,350,000 Basic and diluted net income per share $ 0.20 $ 0.10 $ - $ -
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit 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 FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the 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 balance sheet date.
Recently Issued Accounting Standards	Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Subsequent Events	Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of December 31, 2022 through the date these financial statements were issued. Based upon review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except for the following: On December 16, 2022, the Company held a special meeting of its stockholders (the “Meeting”). In connection with the Meeting, as set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2022, the holders of 40,302,259 shares of the Company’s Class A common stock (the “Redeeming Stockholders”) properly exercised their right to redeem their shares for cash. On December 30, 2022, an initial redemption payment was made by Continental Stock Transfer & Trust Company (“CST”), as trustee of the Trust Account, to the Redeeming Stockholders at a rate of $10.10 per share and, on January 11, 2023, CST made an additional redemption payment (the “Additional Payment”) to the Redeeming Stockholders at a rate of $0.02841302 per share, for a total redemption payment per share of $10.12841302. It was later determined that the Company did not withdraw all of the interest from the Trust Account that it was allowed to withdraw to cover income and franchise taxes and, therefore, the Additional Payment should have been $0.00157381 per share, for a total redemption payment of $10.10157381 per share. This meant that the Redeeming Stockholders were overpaid in the amount of $0.02683921 per share (the “Overpayment Amount”). The Redeeming Stockholders are in the process of being notified of this situation and are being instructed to return the Overpayment Amount to CST. To date, the Company has recovered substantially all of the Overpayment Amount.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of reconciliation of net income (loss) per share of common stock	For the Year Ended For the Year Ended Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income, as adjusted $ 7,529,535 $ 1,857,203 $ 57,162 $ 15,670 Less: Accretion allocated based on ownership percentage (3,343,665 ) (824,734 ) (28,847 ) (7,908 ) Plus: Accretion applicable to Class A redeemable shares 4,168,399 36,755 Income by class $ 8,354,269 $ 1,032,469 $ 65,070 $ 7,762 Denominator: Basic and diluted weighted average common stock outstanding 41,961,331 10,350,000 37,756,096 10,350,000 Basic and diluted net income per share $ 0.20 $ 0.10 $ - $ -

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value liabilities	December 31, Description Level 2022 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 12,263,483 $ 414,036,755 Liabilities: Public Warrants (1) 1 $ 662,400 $ 6,872,400 Private Placement Warrants (1) 2 18,540 175,100 (1) Measured at fair value on a recurring basis.
Schedule of the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants	February 10, Input 2021 Risk-free interest rate 74.00 % Expected term (years) 6.5 Expected Volatility 15 % Exercise Price $ 11.50 Stock price $ 9.80 December 31, Input 2022 2021 Risk-free interest rate 3.99 % 1.31 % Expected term (years) 5 5 Expected term to de-SPAC (years) 0.58 0.60 Expected Volatility 25.6 % 13.1 % Exercise Price $ 11.50 $ 11.50 Stock price $ 9.75 $ 9.76
Schedule of the changes in the fair value of warrant liabilities	Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ - $ - $ - Initial Measurement on February 10, 2021 208,075 8,280,000 8,488,075 Change in valuation inputs or other assumptions (1) (32,975 ) (1,407,600 ) (1,440,575 ) Fair value as of December 31, 2021 175,100 6,872,400 7,047,500 Change in valuation inputs or other assumptions (1) (156,560 ) (6,210,000 ) (6,366,560 ) Fair value as of December 31, 2022 $ 18,540 $ 662,400 $ 680,940 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statements of Operations.
Schedule of changes in fair value of the Level 3 Working Capital Loan- related party	Fair value as of January 1, 2022 $ - Proceeds received through Working Capital Loan - Related Party 475,000 Change in fair value - Fair value as of December 31, 2022 $ 475,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
Income Taxes (Tables)	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of company’s net deferred tax assets	2022 2021 Deferred tax asset: Organizational costs/Startup expenses $ 386,136 $ 155,539 Net operating loss carryover - 34,281 Total deferred tax asset 386,136 189,820 Valuation allowance (386,136 ) (189,820 ) Deferred tax asset, net of allowance $ - $ -
Schedule of income tax benefit	2022 2021 Federal: Current $ 1,111,143 - State: Current $ - - Income tax provision $ 1,111,143 -
Schedule of federal income tax rate to the company’s effective tax rate	12/31/2022 12/31/2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (59.4 )% (1977.9 )% Change in valuation allowance 48.8 % 1,956.9 % Effective Tax Rate 10.4 % 0.0 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended	12 Months Ended
	Feb. 10, 2021	Dec. 16, 2022	Dec. 31, 2022	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Unit price (in Dollars per share)			$ 10
Exercise price per share (in Dollars per share)			$ 18
Transaction costs			$ 23,191,740
Underwriting fees			8,280,000
Deferred underwriting fees			14,490,000
Other costs			421,740
Issuance of warrants			463,835
Working capital			$ 1,263,117
Fair market value, percentage			80%
Net tangible assets			$ 5,000,001
Per share trust account			10
Public shares		100%
Sponsor			1,500,000
Borrowed amount			$ 475,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)			1,003,000
Gross proceeds from initial public offering	$ 414,000,000		$ 10,030,000
Unit price (in Dollars per share)	$ 10		$ 10
Class A Common stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value (in Dollars per share)			0.0001	$ 0.0001
Exercise price per share (in Dollars per share)			$ 11.5
Class A Common stock [Member] \| IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)	41,400,000
Gross proceeds from initial public offering	$ 414,000,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Outstanding voting percentage			50%
Business combination, description			If the Company is unable to complete a Business Combination by the end of 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 ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to us to pay taxes (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), subject to applicable law, 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, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission 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).
Business combination , descriptions			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 a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company.
Business Combination [Member] \| IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination period, description			If the Company has not completed a Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and 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 the rights of the public stockholders as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the public stockholders will be entitled to receive a full pro rata interest in the Trust Account (initially anticipated to be approximately $10.00 per share, plus any pro rata interest earned on the Trust Fund not previously released to the Company and less up to $100,000 of interest to pay dissolution expenses).

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)			12 Months Ended
	Dec. 30, 2022	Dec. 16, 2022	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Working capital deficit			$ 2,557,000
Operating bank account			180,000
Working capital loan outstanding			475,000	$ 0
Warrants			463,835
Carrying amount			22,727,905
Federal depository insurance corporation coverage			250,000
Company held		$ 40,302,259
Redemption payment (in Dollars per share)	$ 10.1
Redeeming stockholders (in Dollars per share)	0.02841302
Total redemption payment (in Dollars per share)	10.12841302
Franchise taxes (in Dollars per share)	0.00157381
Redemption (in Dollars per share)	10.10157381
Overpaid (in Dollars per share)	$ 0.02683921
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs			$ 23,191,740

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of net income (loss) per share of common stock - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A [Member]
Numerator:
Allocation of net income, as adjusted	$ 7,529,535	$ 57,162
Less: Accretion allocated based on ownership percentage	(3,343,665)	(28,847)
Plus: Accretion applicable to Class A redeemable shares	4,168,399	36,755
Income by class	$ 8,354,269	$ 65,070
Denominator:
Basic and diluted weighted average common stock outstanding (in Shares)	41,961,331	37,756,096
Basic and diluted net income per share (in Dollars per share)	$ 0.2
Class B [Member]
Numerator:
Allocation of net income, as adjusted	$ 1,857,203	$ 15,670
Less: Accretion allocated based on ownership percentage	(824,734)	(7,908)
Plus: Accretion applicable to Class A redeemable shares
Income by class	$ 1,032,469	$ 7,762
Denominator:
Basic and diluted weighted average common stock outstanding (in Shares)	10,350,000	10,350,000
Basic and diluted net income per share (in Dollars per share)	$ 0.1

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of net income (loss) per share of common stock (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A [Member]
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of net income (loss) per share of common stock (Parentheticals) [Line Items]
Basic and diluted weighted average common shares outstanding	41,961,331	37,756,096
Basic and diluted net income per shares (in Dollars per share)	$ 0.21
Class B [Member]
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of net income (loss) per share of common stock (Parentheticals) [Line Items]
Basic and diluted weighted average common shares outstanding	10,350,000	10,350,000
Basic and diluted net income per shares (in Dollars per share)	$ 0.07

Initial Public Offering (Detail

Initial Public Offering (Details)	12 Months Ended
Initial Public Offering (Details)	Dec. 31, 2022 USD ($) $ / shares
Initial Public Offering (Details) [Line Items]
Common stock, par value	$ 0.0001
Description of warrants	Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 8).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction (in Dollars) \| $	$ 41,400,000
Unit price	$ 10

Private Placement (Details)

Private Placement (Details)	12 Months Ended
Private Placement (Details)	Dec. 31, 2022 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Exercise price \| $ / shares	$ 10
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase price \| shares	1,003,000
Aggregate of private placement \| $	$ 10,030,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				1 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 03, 2021	Feb. 10, 2021	Jun. 12, 2020	Feb. 28, 2021	Aug. 26, 2020	Dec. 31, 2022	Dec. 31, 2021	Mar. 25, 2022
Related Party Transactions (Details) [Line Items]
Dividend shares (in Dollars per share)				$ 0.2
Issued and outstanding shares rate				20%
Repayment amount	$ 100,000
Business combination converted						$ 1,500,000
Promissory note, loan funds								$ 1,500,000
Promissory note						475,000
Working capital loan						475,000
Payment for office space		$ 10,000
Advisory Agreement [Member]
Related Party Transactions (Details) [Line Items]
Incurred and paid						120,000	$ 110,000
Administrative Support Agreement [Member]
Related Party Transactions (Details) [Line Items]
Incurred and paid						$ 240,000	$ 220,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Cover expenses			$ 300,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)				1,350,000
Class B Common Stock [Member] \| Founders Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of founder shares (in Shares)					8,625,000
Aggregate price of founder shares					$ 25,000
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Advisor fees		$ 20,000
Business Combination [Member] \| Founders Shares [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description						The Sponsor has agreed not to transfer, assign, or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities, or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s 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 the Business Combination, the Founder Shares will be released from the lock-up.
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination share price (in Dollars per share)						$ 10
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of founder shares (in Shares)				10,350,000
Chief Executive Officer [Member] \| IPO [Member]
Related Party Transactions (Details) [Line Items]
Purchased shares (in Shares)				100,000
Share price (in Dollars per share)				$ 10
Aggregate purchase price				$ 1,000,000

Commitments (Details)

Commitments (Details) - USD ($)		12 Months Ended
Commitments (Details) - USD ($)	Feb. 10, 2021	Dec. 31, 2022
Commitments (Details) [Line Items]
Underwriting discount percent		3.50%
Gross proceeds		$ 14,490,000
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Underwriter additional units	5,400,000
IPO [Member]
Commitments (Details) [Line Items]
Underwriting discount percent		2%
Gross proceeds		$ 8,280,000

Warrant Liability (Details)

Warrant Liability (Details)	12 Months Ended
Warrant Liability (Details)	Dec. 31, 2022 USD ($) $ / shares shares
Warrant Liability (Details) [Line Items]
Public warrants expire	5 years
Public warrant, description	In addition, once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.10 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a formula set out in the warrant agreement; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders (the “30-day Reference Period”); and ● unless the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within the 30-day Reference Period, the private placement warrants are also concurrently redeemed at the same price and terms as the outstanding Public Warrants (provided that the redemption may be on a cashless basis).
Warrant price (in Dollars per share) \| $ / shares	$ 18
Public warrants	8,280,000
Private placement warrants	206,000
Consideration receivable percentage	70%
Public Warrants [Member]
Warrant Liability (Details) [Line Items]
Public warrant, description	Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● 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 reported 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 and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders.
Warrant price (in Dollars per share) \| $ / shares	$ 0.1
Public warrants	8,280,000
Fair value (in Dollars) \| $	$ 662,400
Private Placement Warrants [Member]
Warrant Liability (Details) [Line Items]
Private placement warrants	200,600
Fair value (in Dollars) \| $	$ 18,540
Business Combination [Member]
Warrant Liability (Details) [Line Items]
Business combination, description	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 its initial 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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the 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, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price.

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares		12 Months Ended
Stockholders’ Equity (Details) - $ / shares	Feb. 04, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred shares authorized		1,000,000	1,000,000	1,000,000
Preferred shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Additional warrants, description		In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		200,000,000	200,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, issued		1,003,000	1,003,000
Common stock, outstanding		1,097,741	41,400,000
Common stock outstanding		1,003,000	0
Common stock issued		1,003,000	0
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Stock split dividend, description	the Company effectuated a 1.2 for 1 dividend of our Class B common stock resulting in an aggregate of 10,350,000 shares of Class B common stock issued and outstanding.
Common stock outstanding		10,350,000	10,350,000
Common stock issued		10,350,000	10,350,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Feb. 10, 2021	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair value yield term		6 years 6 months
Warrants per share (in Dollars per share)		$ 18
Warrants, description	the Private Placement Warrants and Public Warrants were determined to be $1.57 per warrant for aggregate values of $12.6 million and $31.6 million, respectively.
Aggregate of public warrants		$ 681	$ 7,047

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value liabilities - USD ($)		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Cash and marketable securities held in Trust Account		$ 12,263,483	$ 414,036,755
Liabilities:
Public Warrants	[1]	662,400	6,872,400
Level 2 [Member]
Liabilities:
Private Placement Warrants	[1]	$ 18,540	$ 175,100

[1] Measured at fair value on a recurring basis.

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants - $ / shares		12 Months Ended
	Feb. 10, 2021	Dec. 31, 2022	Dec. 31, 2021
Schedule Of The Monte Carlo Simulation Model For The Private Placement Warrants And Public Warrants Abstract
Risk-free interest rate	74%	3.99%	1.31%
Expected term (years)	6 years 6 months	5 years	5 years
Expected term to de-SPAC (years)		6 months 29 days	7 months 6 days
Expected Volatility	15%	25.60%	13.10%
Exercise Price	$ 11.5	$ 11.5	$ 11.5
Stock price	$ 9.8	$ 9.75	$ 9.76

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of the changes in the fair value of warrant liabilities - USD ($)		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of warrant liabilities [Line Items]
Fair value as of beginning balance		$ 175,100
Initial Measurement			208,075
Change in valuation inputs or other assumptions	[1]	(156,560)	(32,975)
Fair value as of ending balance		18,540	175,100
Public [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of warrant liabilities [Line Items]
Fair value as of beginning balance		6,872,400
Initial Measurement			8,280,000
Change in valuation inputs or other assumptions	[1]	(6,210,000)	(1,407,600)
Fair value as of ending balance		662,400	6,872,400
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of warrant liabilities [Line Items]
Fair value as of beginning balance		7,047,500
Initial Measurement			8,488,075
Change in valuation inputs or other assumptions	[1]	(6,366,560)	(1,440,575)
Fair value as of ending balance		$ 680,940	$ 7,047,500

[1] Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statements of Operations.

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of changes in fair value of the Level 3 Working Capital Loan- related party	12 Months Ended
	Dec. 31, 2022 USD ($)
Schedule Of Changes In Fair Value Of The Level3 Working Capital Loan Related Party Abstract
Fair value as of beginning balance
Proceeds received through Working Capital Loan - Related Party	475,000
Change in fair value
Fair value as of ending balance	$ 475,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Operating loss	$ 0	$ 197,146
Valuation allowance	$ 196,316	$ 196,316

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of company’s net deferred tax assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule of Company’s Net Deferred Tax Assets [Abstract]
Organizational costs/Startup expenses	$ 386,136	$ 155,539
Net operating loss carryover		34,281
Total deferred tax asset	386,136	189,820
Valuation allowance	(386,136)	(189,820)
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of income tax benefit - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Federal:
Current	$ 1,111,143
Income tax provision	$ 1,111,143

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of federal income tax rate to the company’s effective tax rate	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Federal Income Tax Rate To The Company SEffective Tax Rate Abstract
Statutory federal income tax rate	21%	21%
Change in fair value of warrant liabilities	(59.40%)	(1977.90%)
Change in valuation allowance	48.80%	1,956.90%
Effective Tax Rate	10.40%	0%