| Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial
statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Certain information or footnote disclosure normally included in financial statements prepared in accordance with GAAP have been condensed
or omitted pursuant to the rules and regulation of the SEC for interim financial reporting. Accordingly, they do not include all of the
information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all
adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods
presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected
through December 31, 2023 or for any future interim periods. The accompanying unaudited condensed financial
statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form
10-K for the year ended December 31, 2022, filed by the Company with the SEC on April 17, 2023. Use of Estimates The preparation of the unaudited condensed financial
statements in conformity with U.S. 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 unaudited condensed financial statements and expenses
for the 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. A
few of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the
fair value of warrant liabilities, fair value of Convertible Working Capital Loan and Convertible Promissory Note - Shares. 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 March 31, 2023 and December 31, 2022. Investments Held in Trust Account At March 31, 2023 and December 31, 2022, the Trust
Account held $35,821,284 and $34,706,732 in cash and treasury funds, respectively. All of the Company’s investments held in
the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value
at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are
included in other income (expenses) income in the accompanying condensed statements of operations. The estimated fair values of investments
held in Trust Account are determined using available market information. On December 20, 2022, the Extension was approved to extend the
business combination period from January 20, 2023 to October 20, 2023. In connection with the Extension, 24,069,772 holders of Class A
common stock elected to redeem their shares for a total of $242,864,992. After the redemption, the Company has 3,430,228 shares of Class
A common stock subject to possible redemption. In January 2023, we instructed Continental Stock
Transfer & Trust Company, the trustee with respect to the trust account (“Continental”), to liquidate the investments
held in the trust account and instead to hold the funds in the trust account in an interest-bearing demand deposit account at Morgan Stanley,
with Continental continuing to act as trustee, until the earlier of the consummation of our initial business combination or our liquidation.
As a result, following the liquidation of investments in the trust account, the remaining proceeds from the initial public offering and
private placement are no longer invested in U.S. government securities or money market funds. 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. U.S. 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 fair value of the Company’s certain
assets and liabilities, which qualify as financial instruments under Accounting Standards Codification (“ASC”) 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets. The fair values
of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses are estimated to approximate the carrying values
as of March 31, 2023 and December 31, 2022 due to the short maturities of such instruments. The fair value of Private Placement Warrants
is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume
and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change
in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets
and liabilities measured at fair value. Convertible Working Capital Loan and Convertible
Promissory Notes – Shares The Company has have elected the fair value option
to account for the Working Capital Loan and the Convertible Promissory Notes - Shares with the Sponsor as defined and more fully described
in Note 5. As a result of applying the fair value option, the Company records each draw at fair value with a gain recorded to the condensed
statement of operations or loss recorded to additional paid-in capital which is recognized at issuance (see Note 6), and subsequent changes
in fair value are recorded as change in the fair value of unrealized gain on change in fair value of convertible notes on the condensed
statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and
significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party
valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses
on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common
stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.”
Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair
value. Conditionally redeemable common stock (including common stock that features 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, common stock is classified as stockholders’ equity. The Company’s Class A common
stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of
uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, shares of Class A common stock subject to possible redemption
are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed
balance sheets. Under ASC 480-10-S99, the Company has elected
to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption
value at the end of each reporting period (net of any available amounts for withdrawal to the Company for tax obligations). This method
would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the
IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable
Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2023 and December 31, 2022, the
Class A common stock reflected in the condensed balance sheets is reconciled in the following table:
Gross proceeds $ 275,000,000
Less: proceeds allocated to Public Warrants (17,974,188 )
Less: Class A common stock issuance costs (14,600,024 )
Add:
Accretion of carrying value to redemption value 32,574,212
Class A common stock subject to possible redemption, December 31, 2021 $ 275,000,000
Less:
Class A common stock redemption (242,864,992 )
Add:
Accretion of carrying value to redemption value 2,552,756
Class A common stock subject to possible redemption, December 31, 2022 $ 34,687,764
Add:
Accretion of carrying value to redemption value 914,734
Class A common stock subject to possible redemption, March 31, 2023 $ 35,602,498 Net (Loss) Income Per Share of Common Stock The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per common stock is computed by dividing net (loss)
income by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares
of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per share
does not consider the effect of the warrants issued in connection with the (i) the IPO, and (ii) the private placement since
the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 21,250,000 shares
of Class A common stock in the aggregate. As of March 31, 2023, and December 31, 2022, the Company did not have any other dilutive
securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings
of the Company. As a result, diluted net (loss) income per share of common stock is the same as basic net (loss) income per common share
for the periods presented. The following table reflects the calculation of
basic and diluted net (loss) income per common share (in dollars, except per share amounts):
For the Three Months Ended For the Three Months Ended
Class A Class B Class A Class B
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income $ (230,649 ) $ (462,275 ) $ 1,735,175 $ 433,794
Denominator:
Weighted-average shares outstanding 3,430,228 6,875,000 27,500,000 6,875,000
Basic and diluted net (loss) income per share $ (0.07 ) $ (0.07 ) $ 0.06 $ 0.06 Offering Costs Associated with the IPO The Company complies with the requirements of
the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs
consist principally of professional and registration fees incurred through the condensed balance sheet date. Offering costs are allocated
to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering
costs associated with warrant liabilities are expensed, and offering costs associated with the Class A common stock were charged to temporary
equity and accreted to additional paid-in capital (to the extent available) and shareholders’ deficit. Derivative Financial Instruments The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic
815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each
reporting date, with changes in the fair value reported in the condensed statements of operations. Derivative assets and liabilities are
classified on the condensed balance sheets 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. The Company has determined the warrants are a derivative liability. FASB ASC 470-20, “Debt with Conversion
and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.
The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual
method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock. Income Taxes The Company accounts for income taxes under ASC
740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact
of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future
tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31,
2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740-270-25-2 requires that an annual effective
tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s
effective tax rate was (31.68)% and 0.0% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs
from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to changes in fair value in warrant liability
and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position 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. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest
and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. The Company has identified the United States as
its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and
compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months. Risks and Uncertainties Management continues to evaluate 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, cash flows and/or search for a target company, the specific impact is not readily determinable
as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments
that might result from the outcome of this uncertainty. The funds in the Company’s operating account
and the Trust Account are held in banks or other financial institutions. The Company’s cash held in non-interest bearing and interest-bearing
accounts would exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including
limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions
that hold the Company’s funds, or that affect financial institutions or the financial services industry generally, or concerns or
rumors about any events of these kinds or other similar risks, the Company’s liquidity may be adversely affected. For example, on
March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation.
Although the Company did not have any funds in Silicon Valley Bank or other institutions that have been closed, including Signature Bank
and First Republic Bank, the Company cannot guarantee that the banks or other financial institutions that hold its funds will not experience
similar issues. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly
traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself,
not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the
shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are
permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same
taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether
and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business
Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”
or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination
but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.
In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company’s ability to complete a Business Combination. Litigation Regarding Merger and Share Acquisition
Agreement On February 2, 2023, the Company commenced an
action against the UEC Parties (the “Delaware Action”) by filing a complaint (the “Complaint”) in the Delaware
Court of Chancery (the “Delaware Court”). Specifically, the Complaint seeks a grant of specific performance ordering the UEC
Parties to specifically perform their obligations under the UEI Merger and Share Acquisition Agreement, including using reasonable best
efforts to consummate the UEI Business Combination in accordance with the terms of the UEI Merger and Share Acquisition Agreement. On February 20, 2023, the UEC Parties filed an
answer (the “Answer”) with affirmative defenses to the Complaint in the Delaware Action. The UEC Parties also asserted several
counterclaims against the Company seeking declaratory relief for alleged breaches of the UEI Merger and Share Acquisition Agreement by
the Company and recessionary damages. On March 3, 2023, the UEC Parties filed amendments to their counterclaims (the “Amended Counterclaims”)
which, among other things, amends the prayer for relief set forth in the Answer to clarify that the UEC Parties seek an order terminating
the UEI Merger and Share Acquisition Agreement. On March 9, 2023, the Company filed a response to the Amended Counterclaims, in which
it asserted various affirmative defenses to the Amended Counterclaims. On April 24, 2023, the UEC Parties filed a motion to make additional
amendments to their Amended Counterclaims, which amendments were granted by the Delaware Court on May 10, 2023, to add allegations that
the Company materially breached section 6.16 of the Merger Agreement through failing to make reasonable best efforts to pursue a PIPE
investment and Section 5.5 of the Merger Agreement through material omissions and misstatements in recent public filings, and that Company
and the Sponsor fraudulently induced the UEC Parties into the October 15, 2021 Merger Agreement. Also, the Company Amended its Complaint
on April 24, 2023 to clarify that it has an alternative claim for damages, in addition to its primary claim for specific performance of
the merger agreement. The trial from July 10-14, 2023 will resolve the specific performance issue. If that trial does not fully resolve
all of the Parties’ claims, a second 1-2 day trial shall occur in September 2023 to address the alternative damages remedy. The Delaware Action is proceeding on an expedited
basis in the Delaware Court. Discovery in the Delaware Action is ongoing, with a trial on the merits currently scheduled to begin on July
10, 2023. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06,
“Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity
(Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies
the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard
also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for
all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after
December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January
1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations
or cash flows. The Company has not adopted this guidance as of March 31, 2023. The Company’s management does not believe
that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material effect on the Company’s
unaudited condensed financial statements. |
