Senior Connect Acquisition Corp I (SNRH) 10-K14 Apr 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	Apr. 14, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	Senior Connect Acquisition Corp. I
Trading Symbol	SNRH
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 407.4
Amendment Flag	false
Entity Central Index Key	0001823854
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	001-39793
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2816458
Entity Address, Address Line One	7114 East Stetson Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85251
City Area Code	(480)
Local Phone Number	948-9200
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	688
Auditor Name	Marcum LLP
Auditor Location	New York, NY
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1,228,794
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	$ 7,566	$ 179,048
Prepaid expenses	67,500	292,500
Total current assets	75,066	471,548
Cash and investments held in Trust Account	12,535,908	414,043,108
Total Assets	12,610,974	414,514,656
Current liabilities:
Accounts payable	647,172	254,885
Accrued expenses	260,844	220,843
Accrued expenses - related party	243,500	125,000
Franchise tax payable	51,200	144,015
Income tax payable	408,215
Note payable - related party	967,640
Total current liabilities	2,578,571	744,743
Derivative warrant liabilities	1,858,800	16,419,400
Deferred underwriting commissions	14,490,000	14,490,000
Total Liabilities	18,927,371	31,654,143
Commitments & Contingencies (Note 5)
Class A common stock subject to possible redemption, $0.0001 par value; 1,228,794 and 41,400,000 shares issued and outstanding at $10.00 per share redemption value as of December 31, 2022 and 2021	12,287,940	414,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2022 and 2021
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no non-redeemable shares issued and outstanding (excluding 1,228,794 and 41,400,000 shares subject to possible redemption) as of December 31, 2022 and 2021, respectively
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding as of December 31, 2022 and 2021	1,035	1,035
Additional paid-in capital
Accumulated deficit	(18,605,372)	(31,140,522)
Total Stockholders’ Deficit	(18,604,337)	(31,139,487)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	$ 12,610,974	$ 414,514,656

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, subject to possible redemption, shares issued	1,228,794	41,400,000
Common stock, subject to possible redemption, shares outstanding	1,228,794	41,400,000
Common stock, redemption value per share (in Dollars per share)	$ 10	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Common stock, non-redeemable shares issued
Common stock, non-redeemable shares outstanding
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
Operating expenses
General and administrative expenses	$ 1,775,804	$ 1,292,260
Administrative fees - related party	120,000	120,000
Franchise tax expenses	175,366	200,041
Loss from operations	(2,071,170)	(1,612,301)
Change in fair value of warrant liabilities	14,560,600	7,125,400
Net gain from investments held in Trust Account	5,112,296	41,406
Income before income tax	17,601,726	5,554,505
Income tax expense	989,215
Net income	$ 16,612,511	$ 5,554,505
Class A Common Stock
Operating expenses
Weighted average shares outstanding of basic (in Shares)	39,529,012	41,400,000
Basic and diluted net income per share (in Dollars per share)	$ 0.33	$ 0.11
Class B Common Stock
Operating expenses
Weighted average shares outstanding of basic (in Shares)	10,350,000	10,350,000
Basic and diluted net income per share (in Dollars per share)	$ 0.33	$ 0.11

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
Statements of Operations (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock
Weighted average shares outstanding of diluted	39,529,012	41,400,000
Basic and diluted net income per share	$ 0.33	$ 0.11
Class B Common Stock
Weighted average shares outstanding of diluted	10,350,000	10,350,000
Basic and diluted net income per share	$ 0.33	$ 0.11

Statements of Stockholders' Def

Statements of Stockholders' Deficit - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 1,035		$ (36,695,027)	$ (36,693,992)
Balance (in Shares) at Dec. 31, 2020		10,350,000
Net income				5,554,505	5,554,505
Balance at Dec. 31, 2021		$ 1,035		(31,140,522)	(31,139,487)
Balance (in Shares) at Dec. 31, 2021		10,350,000
Re-measurement on Class A common stock subject to possible redemption amount				(4,077,361)	(4,077,361)
Net income				16,612,511	16,612,511
Balance at Dec. 31, 2022		$ 1,035		$ (18,605,372)	$ (18,604,337)
Balance (in Shares) at Dec. 31, 2022		10,350,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 16,612,511	$ 5,554,505
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities	(14,560,600)	(7,125,400)
Net gain from investments held in Trust Account	(5,112,296)	(41,406)
Changes in operating assets and liabilities:
Prepaid expenses	225,000	315,350
Accounts payable	390,787	238,870
Accrued expenses - related party	120,000	120,000
Accrued expenses	110,001	150,843
Franchise tax payable	(92,815)	74,566
Income tax payable	408,215
Net cash used in operating activities	(1,899,197)	(712,672)
Cash Flows from Investing Activities
Interest released from Trust Account to pay taxes	830,075
Cash withdrawn from Trust Account to redeem Public Shares	405,789,421
Net cash provided by investing activities	406,619,496
Cash Flows from Financing Activities:
Proceeds from note payable to related party	967,640
Redemption of Public Shares	(405,789,421)
Offering costs paid	(70,000)
Net cash used in financing activities	(404,891,781)
Net change in cash	(171,482)	(712,672)
Cash - beginning of the period	179,048	891,720
Cash - end of the period	7,566	179,048
Supplemental cash flow information:
Cash paid for income tax	581,000
Supplemental disclosure of noncash activities:
Re-measurement on Class A common stock subject to possible redemption amount	$ 4,077,361

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	12 Months Ended
	Dec. 31, 2022
Description of Organization and Business Operations [Abstract]
Description of Organization, Business Operations and Going Concern	Note 1 - Description of Organization, Business Operations and Going Concern Organization and General Senior Connect Acquisition Corp. I (f/k/a Health Connect Acquisitions Corp. I) (the “Company”) is a blank check company incorporated in Delaware on August 27, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from August 27, 2020 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, search for an initial 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 on investments held in a trust account from the proceeds derived from the Initial Public Offering. Sponsor and Financing The Company’s sponsor is Health Connect Acquisitions Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,400,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,280,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain portion of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide holders of the 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. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by applicable law or stock exchange rule and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rule, or the Company decides to obtain stockholder approval for business or reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote any Founder Shares (as defined below in Note 4) and any Public Shares held by them in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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) divided by the number of then outstanding Public Shares. If the Company is unable to complete a Business Combination by December 15, 2023, or such earlier date as determined by the Company’s board of directors (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 earned on the funds held in the Trust Account and not previously released to the Company to pay its 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 liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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. On December 12, 2022, the Company filed with the Secretary of State of the State of Delaware an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation to change the date by which it must consummate a Business Combination from December 15, 2022, 24 months from the closing of the Initial Public Offering to the Combination Period. The Company’s stockholders approved the Extension Amendment at a special meeting of stockholders of the Company (the “Special Meeting”) on December 9, 2022. In connection with the Special Meeting, stockholders holding 40,171,206 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.10 per share, for an aggregate redemption amount of approximately $405.8 million. Following such redemptions, approximately $12.4 million was left in trust and 1,228,794 Public Shares remain outstanding. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquired Public Shares in or after the Initial Public Offering, they are entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other 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 residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), 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 date of the liquidation of the Trust Account, if less than $10.00 per Public 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 Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and 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. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had approximately $8,000 in its operating bank account and a working capital deficit of approximately $1.3 million, not taking into account tax obligations of approximately $248,000 that may be paid from income earned on investment held in Trust Account, and approximately $968,000 outstanding under the note payable- related party. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the Sponsor to purchase Founders Shares, and loan proceeds from the Sponsor of approximately $139,000 under the Note (as defined in Note 4). The Company repaid the Note in full on December 16, 2020. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through certain portion of proceeds from the consummation of the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company with Working Capital Loans as more fully described and defined in Note 4. There were no Working Capital Loans outstanding as of December 31, 2022 and 2021. On April 14, 2022, the Company formalized prior borrowings and entered into a promissory note with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $3.0 million (the “Post-IPO Promissory Note”). Through December 31, 2022, the Company borrowed approximately $968,000 in cash under the Post-IPO Promissory Note, with $2.0 million principal balance unutilized. The Post-IPO Promissory Note is non-interest bearing and due on the earlier of December 31, 2023 and the date on which the Company consummates its initial business combination. If the Company completes a business combination, it would be required to repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such additional loaned amounts but no proceeds from the trust account would be used for such repayment. The Company may need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Based upon the analysis above, management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date that the financial statements are available to be issued. In connection with our assessment of going concern considerations in accordance with the FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has determined that the liquidation condition, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 15, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. 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 an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making significant 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. 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 had no cash equivalents as of December 31, 2022 and 2021. Cash and Investments Held in Trust Account With respect to the regulation of special purpose acquisition companies (“SPACs”) like the Company, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act. The proposal is consistent with less formal positions recently taken by the staff of the SEC. To mitigate the risk of being viewed as operating an unregistered investment company, on December 13, 2022, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to cease holding securities in the Trust Account, to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of consummation of a Business Combination and liquidation of the Company. Accordingly, the Trust Account has ceased to be invested or otherwise to earn more than minimal interest, if any. This means that the amount available for redemption will not meaningfully increase in the future, if at all. Previously, and as of December 31, 2021, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities is presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limits of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets. Fair Value Measurement 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 consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its warrants issued in connection with the Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The fair value of warrants issued in connection with the Private Placement have been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the listed trading price of such warrants when separately listed and traded in February 2021. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A 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) are classified as temporary equity. At all other times, shares of Class A common stock are 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. In connection with the Special Meeting, in December 2022, stockholders holding 40,171,206 Public Shares redeemed their shares for cash. Accordingly, as of December 31, 2022 and 2021, 1,228,794 and 41,400,000 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s 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 the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement Warrants to purchase 30,980,000 shares of Class A common stock in the calculation of diluted income per share, since their exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the years ended December 31, 2022 and 2021. Re-measurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock for each class of common stock: For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Numerator: Allocation of net income $ 13,165,380 $ 3,447,131 $ 4,443,604 $ 1,110,901 Denominator: Weighted average common stock outstanding, basic and diluted 39,529,012 10,350,000 41,400,000 10,350,000 Basic and diluted net income per share of common stock $ 0.33 $ 0.33 $ 0.11 $ 0.11 Recent Accounting Pronouncements The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

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 On December 15, 2020, the Company consummated its Initial Public Offering of 41,400,000 Units, including 5,400,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On August 27, 2020, the Sponsor subscribed to purchase 10,062,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on September 22, 2020. On November 23, 2020, the Sponsor surrendered 1,437,500 shares of Class B common stock to the Company for cancellation for no consideration. On December 10, 2020, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and the stock split. The initial stockholders agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 1,350,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million, and incurring offering costs of approximately $8,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except as described below) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On August 27, 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”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of December 15, 2020, the Company borrowed approximately $139,000 from the related party under the Note and fully repaid the balance on December 16, 2020. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had no Working Capital Loans outstanding. On April 14, 2022, the Company entered into a promissory note with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $3.0 million Post-IPO Promissory Note. The Post-IPO Promissory Note is non-interest bearing and due on the earlier of December 31, 2023 and the date on which the Company consummates its initial business combination. If the Company completes a business combination, it would repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such additional loaned amounts but no proceeds from the trust account would be used for such repayment. If the Company fully draws down on the Post-IPO Promissory Note and requires additional funds for working capital purposes, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company such additional funds as may be required. Borrowings made by the Company during the first quarter of 2022 were subsequently formalized with the execution of the Post-IPO Promissory Note on April 14, 2022. As of December 31, 2022, there was approximately $968,000 outstanding under the Post-IPO Promissory Note, with $2.0 million principal balance unutilized. Service and Administrative Fees Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of the consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. The Company incurred $120,000 in connection with such services for the years ended December 31, 2022 and 2021, as reflected in the accompanying statements of operations. As of December 31, 2022 and 2021, approximately $244,000 and $125,000 in accrued expenses with related party was outstanding, respectively, as reflected in the accompanying balance sheets. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or their respective affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
Commitments & Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5 - Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, approximately $8.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $14.5 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee would become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. See Note 11.

Warrants

Warrants	12 Months Ended
Warrants	Dec. 31, 2022
Warrants [Abstract]
Warrants	Note 6 - Warrants As of December 31, 2022 and 2021, the Company had 20,700,000 Public Warrants and 10,280,000 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the 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 Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the 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 board of directors and, in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by the initial stockholders 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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A 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 below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to certain limited exceptions to the officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and, except as set forth below, they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any 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.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	12 Months Ended
Class A Common Stock Subject to Possible Redemption	Dec. 31, 2022
Class A Common Stock Subject to Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 7 - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 1,228,794 and 41,400,000 Class A common stock outstanding, respectively, all of which were subject to possible redemption and are classified outside of permanent equity in the balance sheets. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds received from Initial Public Offering $ 414,000,000 Less: Fair value of Public Warrants at issuance (11,592,000 ) Offering costs allocated to Class A common stock (22,679,546 ) Plus: Accretion on Class A common stock to redemption value 34,271,546 Class A common stock subject to possible redemption as of December 31, 2021 414,000,000 Redemption of Public Shares (405,789,421 ) Increase in redemption value of Class A common stock subject to redemption 4,077,361 Class A common stock subject to possible redemption as of December 31, 2022 $ 12,287,940

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
Stockholders' Deficit	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	Note 8 - Stockholders’ Deficit Preferred Stock no Class A Common Stock Class B Common Stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

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 The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 by level within the fair value hierarchy: Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liabilities - Public Warrants $ 1,242,000 $ - $ - $ 1,242,000 Warrant liabilities - Private Placement Warrants $ - $ - $ 616,800 $ 616,800 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 414,043,108 $ - $ - $ 414,043,108 Liabilities: Warrant liabilities - Public Warrants $ 10,971,000 $ - $ - $ 10,971,000 Warrant liabilities - Private Placement Warrants $ - $ - $ 5,448,400 $ 5,448,400 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrant transferred from a Level 3 measurement to a Level 1 measurement as such warrants began to be separately listed and traded in February 2021. There were no transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2022. During the year ended December 31, 2022, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to cease holding securities in the Trust Account, to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of consummation of a Business Combination and liquidation of the Company. See Note 2. At December 31, 2021, Level 1 assets include investments in money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of warrants issued in connection with the Private Placement has been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation, a Level 3 measurement, and subsequently been measured at each measurement date based on the market price of such warrants, a Level 1 measurement as such warrants began to be separately listed and traded in February 2021. For the years ended December 31, 2022 and 2021, the Company recognized a gain from the decrease in the fair value of warrant liabilities of approximately $14.6 million and $7.1 million, respectively, presented as change in fair value of warrant liabilities on the accompanying statements of operations. The change in the fair value of the Level 3 derivative warrant liabilities for the years ended December 31, 2022 and 2021 is summarized as follows: Warrant liabilities as of December 31, 2020 $ 23,544,800 Public warrants transfer to Level 1 (15,732,000 ) Change in fair value of warrant liabilities (2,364,400 ) Warrant liabilities as of December 31, 2021 5,448,400 Change in fair value of warrant liabilities (4,831,600 ) Warrant liabilities as of December 31, 2022 $ 616,800 The estimated fair value of the private placement warrants as of December 31, 2022 and 2021 was determined using Level 3 inputs. Inherent in modified Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding the Level 3 fair value measurement inputs at their measurement dates: December 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.76 $ 9.74 Term (in years) 5.75 5.50 Volatility 4.90 % 9.80 % Risk-free interest rate 3.90 % 1.30 % Dividend yield - -

Income Taxes

Income Taxes	12 Months Ended
Income Taxes	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 10-Income Taxes The Company’s general and administrative costs are generally considered start-up costs and, along with the change in fair value of the warrant liabilities and related offering costs, are not currently deductible. The income tax provision consists of the following: For the Years Ended 2022 2021 Current Federal $ 989,215 State - - Deferred Federal (350,579 ) (329,888 ) State - Change in valuation allowance 350,579 329,888 Income tax provision $ 989,215 $ - The Company’s net deferred tax assets are as follows: As of December 31, 2022 2021 Deferred tax assets: Net-operating loss carryforward $ - $ 47,540 Start-up/Organization costs 704,301 306,183 Total deferred tax assets 704,301 353,723 Valuation allowance (704,301 ) (353,723 ) Deferred tax asset, net of allowance $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the valuation allowance increased by approximately $351,000 and $330,000, respectively. As of December 31, 2022 and 2021, the Company had $0 and $226,382, respectively, of U.S. federal net operating loss carryovers, which do not expire, available to offset future taxable income. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the Years Ended 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit - % - % Change in fair value of warrant liabilities (17.4 )% (26.2 )% Change in valuation allowance 2.0 % 5.2 % Income tax provision expense 5.6 % - %

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the items disclosed below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On February 2, 2023, the Company entered into an arrangement to obtain financial advisory services for $2.0 million in connection with a specific target in the Company's search for a prospective initial Business Combination. The fee for these services is contingent upon the closing of the targeted transaction. On February 10, 2023, the Company received notification from Citigroup Global Markets Inc. (“Citi”), the underwriters in the Company’s Initial Public Offering, that Citi waives entitlement it may have to the deferred underwriting commissions. On January 19, 2023, pursuant to the Post-IPO Promissory Note, the Sponsor loaned the Company additional $725,000. On March 1, 2023, the Company and Sponsor amended and restated the Promissory Note such that the Promissory Note will be repaid on the earlier of (i) December 15, 2023 and (ii) the effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses, without interest.

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 U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.
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 an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making significant 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. 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 had no cash equivalents as of December 31, 2022 and 2021.
Cash and Investments Held in Trust Account	Cash and Investments Held in Trust Account With respect to the regulation of special purpose acquisition companies (“SPACs”) like the Company, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act. The proposal is consistent with less formal positions recently taken by the staff of the SEC. To mitigate the risk of being viewed as operating an unregistered investment company, on December 13, 2022, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to cease holding securities in the Trust Account, to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of consummation of a Business Combination and liquidation of the Company. Accordingly, the Trust Account has ceased to be invested or otherwise to earn more than minimal interest, if any. This means that the amount available for redemption will not meaningfully increase in the future, if at all. Previously, and as of December 31, 2021, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities is presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limits of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets.
Fair Value Measurement	Fair Value Measurement 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 consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its warrants issued in connection with the Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The fair value of warrants issued in connection with the Private Placement have been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the listed trading price of such warrants when separately listed and traded in February 2021. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A 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) are classified as temporary equity. At all other times, shares of Class A common stock are 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. In connection with the Special Meeting, in December 2022, stockholders holding 40,171,206 Public Shares redeemed their shares for cash. Accordingly, as of December 31, 2022 and 2021, 1,228,794 and 41,400,000 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s 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 the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Income Taxes	Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
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.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement Warrants to purchase 30,980,000 shares of Class A common stock in the calculation of diluted income per share, since their exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the years ended December 31, 2022 and 2021. Re-measurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock for each class of common stock: For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Numerator: Allocation of net income $ 13,165,380 $ 3,447,131 $ 4,443,604 $ 1,110,901 Denominator: Weighted average common stock outstanding, basic and diluted 39,529,012 10,350,000 41,400,000 10,350,000 Basic and diluted net income per share of common stock $ 0.33 $ 0.33 $ 0.11 $ 0.11
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of basic and diluted net income per share of common stock	For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Numerator: Allocation of net income $ 13,165,380 $ 3,447,131 $ 4,443,604 $ 1,110,901 Denominator: Weighted average common stock outstanding, basic and diluted 39,529,012 10,350,000 41,400,000 10,350,000 Basic and diluted net income per share of common stock $ 0.33 $ 0.33 $ 0.11 $ 0.11

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	12 Months Ended
	Dec. 31, 2022
Class A Common Stock Subject to Possible Redemption [Abstract]
Schedule of class A common stock subject to possible redemption	Gross proceeds received from Initial Public Offering $ 414,000,000 Less: Fair value of Public Warrants at issuance (11,592,000 ) Offering costs allocated to Class A common stock (22,679,546 ) Plus: Accretion on Class A common stock to redemption value 34,271,546 Class A common stock subject to possible redemption as of December 31, 2021 414,000,000 Redemption of Public Shares (405,789,421 ) Increase in redemption value of Class A common stock subject to redemption 4,077,361 Class A common stock subject to possible redemption as of December 31, 2022 $ 12,287,940

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis	Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liabilities - Public Warrants $ 1,242,000 $ - $ - $ 1,242,000 Warrant liabilities - Private Placement Warrants $ - $ - $ 616,800 $ 616,800 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 414,043,108 $ - $ - $ 414,043,108 Liabilities: Warrant liabilities - Public Warrants $ 10,971,000 $ - $ - $ 10,971,000 Warrant liabilities - Private Placement Warrants $ - $ - $ 5,448,400 $ 5,448,400
Schedule of fair value of the Level 3 derivative warrant liabilities	Warrant liabilities as of December 31, 2020 $ 23,544,800 Public warrants transfer to Level 1 (15,732,000 ) Change in fair value of warrant liabilities (2,364,400 ) Warrant liabilities as of December 31, 2021 5,448,400 Change in fair value of warrant liabilities (4,831,600 ) Warrant liabilities as of December 31, 2022 $ 616,800
Schedule of quantitative information regarding the Level 3 fair value measurement inputs	December 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock Price $ 9.76 $ 9.74 Term (in years) 5.75 5.50 Volatility 4.90 % 9.80 % Risk-free interest rate 3.90 % 1.30 % Dividend yield - -

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
Income Taxes (Tables)	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of income tax provision	For the Years Ended 2022 2021 Current Federal $ 989,215 State - - Deferred Federal (350,579 ) (329,888 ) State - Change in valuation allowance 350,579 329,888 Income tax provision $ 989,215 $ -
Schedule of net deferred tax assets	As of December 31, 2022 2021 Deferred tax assets: Net-operating loss carryforward $ - $ 47,540 Start-up/Organization costs 704,301 306,183 Total deferred tax assets 704,301 353,723 Valuation allowance (704,301 ) (353,723 ) Deferred tax asset, net of allowance $ - $ -
Schedule of reconciliation of the statutory federal income tax rate	For the Years Ended 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit - % - % Change in fair value of warrant liabilities (17.4 )% (26.2 )% Change in valuation allowance 2.0 % 5.2 % Income tax provision expense 5.6 % - %

Description of Organization, _2

Description of Organization, Business Operations and Going Concern (Details) - USD ($)		12 Months Ended
	Dec. 15, 2020	Dec. 31, 2022	Apr. 14, 2022
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Generating gross proceeds	$ 414,000,000
Offering costs	23,300,000
Deferred underwriting commissions	$ 14,500,000
Percentage of trust account required for business combination		80%
Percentage of voting securities		50%
Net tangible assets		$ 5,000,001
Percentage of redeeming share		15%
Description of business combination within the combination period		If the Company is unable to complete a Business Combination by December 15, 2023, or such earlier date as determined by the Company’s board of directors (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 earned on the funds held in the Trust Account and not previously released to the Company to pay its 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 liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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.
Public shares		$ 40,171,206
Redemption price		10.10%
Aggregate redemption amount		$ 405,800,000
Redemption amount		$ 12,400,000
Outstanding public shares (in Shares)		1,228,794
Trust Account assets price per share (in Dollars per share)		$ 10
Trust account per public share (in Dollars per share)		10
Public share due to reductions (in Dollars per share)		$ 10
Operating bank account		$ 8,000
Working capital deficit		1.3
Tax obligations		248,000
Outstanding under the note payable		968,000
Aggregate principal amount			$ 3,000,000
Post-IPO promissory note		$ 968,000
IPO [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Number of units issued in transaction (in Shares)	41,400,000
Price per unit (in Dollars per share)		$ 10
Proceeds from purchase of founders shares		$ 25,000
Loan proceeds from sponsor		139,000
Principal balance		$ 2,000,000
Over-Allotment Units [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Additional units (in Shares)	5,400,000
Price per unit (in Dollars per share)	$ 10
Private Placement [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Price per unit (in Dollars per share)		$ 1
Generating gross proceeds		$ 10,300,000
Warrant shares (in Shares)		10,280,000
Initial Public Offering and Private Placement [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Net proceeds		$ 414,000,000
Net proceeds per unit (in Dollars per share)		$ 10
Initial Stockholders [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Percentage of redeeming share		100%

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage (in Dollars)	$ 250,000
Stock Redeemed or Called During Period, Shares	40,171,206
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Shares of common stock subject to possible redemption	1,228,794	41,400,000
Warrants to purchase shares	30,980,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock [Member]
Numerator:
Allocation of net income	$ 13,165,380	$ 4,443,604
Denominator:
Weighted average common stock outstanding, basic and diluted	39,529,012	41,400,000
Basic and diluted net income per share of common stock	$ 0.33	$ 0.11
Class B Common Stock [Member]
Numerator:
Allocation of net income	$ 3,447,131	$ 1,110,901
Denominator:
Weighted average common stock outstanding, basic and diluted	10,350,000	10,350,000
Basic and diluted net income per share of common stock	$ 0.33	$ 0.11

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock (Parentheticals) [Line Items]
Weighted average common stock outstanding, diluted	39,529,012	41,400,000
Diluted net income per share of common stock	$ 0.33	$ 0.11
Class B Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock (Parentheticals) [Line Items]
Weighted average common stock outstanding, diluted	10,350,000	10,350,000
Diluted net income per share of common stock	$ 0.33	$ 0.11

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 15, 2020	Dec. 31, 2022
Initial Public Offering (Details) [Line Items]
Generating gross proceeds	$ 414
Offering costs	23.3
Deferred underwriting commissions	$ 14.5
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering (in Shares)	41,400,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Over allotment units (in Shares)	5,400,000
Price per unit (in Dollars per share)	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Common stock price (in Dollars per share)		$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				1 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 15, 2020	Dec. 10, 2020	Aug. 27, 2020	Nov. 23, 2020	Dec. 31, 2022	Apr. 14, 2022	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Description of stock split		On December 10, 2020, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding.
Borrowed amount	$ 139,000
Discretion of working capital loan					$ 1,500,000
Aggregate principal amount						$ 3,000,000
Outstanding amount					968,000
Sponsor paid for office space					10,000
Service fees					120,000
Accrued expenses related party					$ 244,000		$ 125,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Number of founder shares agreed to forfeit (in Shares)	1,350,000				1,350,000
Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Private placement warrants (in Shares)					10,280,000
Price per warrant (in Dollars per share)					$ 1
Generating proceeds					$ 10,300,000
Offering costs					8,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Cover expenses			$ 300,000
Aggregate principal amount					$ 2,000,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)					$ 0.0001		$ 0.0001
Surrendered shares (in Shares)				1,437,500
Percentage of common stock issued and outstanding					20%
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)					$ 0.0001		$ 0.0001
Common stock exceeds, per share (in Dollars per share)					12
Price per warrant (in Dollars per share)					11.5
Class A Common Stock [Member] \| Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Warrant exercise price (in Dollars per share)					11.5
Business combination [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)					$ 1
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Percentage of common stock issued and outstanding					20%
Sponsor [Member] \| Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Number of common stock purchased (in Shares)			10,062,500
Common stock, par value (in Dollars per share)			$ 0.0001

Commitments & Contingencies (De

Commitments & Contingencies (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
Commitments & Contingencies (Details) [Line Items]
Underwriting discount per unit \| $ / shares	$ 0.2
Aggregate paid amount \| $	$ 14.5
Deferred underwriting addition per unit \| $ / shares	$ 0.35
Initial Public Offering [Member]
Commitments & Contingencies (Details) [Line Items]
Aggregate paid amount \| $	$ 8.3

Warrants (Details)

Warrants (Details) - $ / shares	12 Months Ended
Warrants (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Warrants (Details) [Line Items]
Warrants exercise price	$ 11.5
Warrants expire term	5 years
Aggregate gross proceeds percentage	60%
Newly issued price	$ 10
Public Warrants [Member]
Warrants (Details) [Line Items]
Public warrants (in Shares)	20,700,000	20,700,000
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Private placement warrants (in Shares)	10,280,000	10,280,000
Minimum [Member]
Warrants (Details) [Line Items]
Percentage of Market Value	115%
Maximum [Member]
Warrants (Details) [Line Items]
Percentage of Market Value	180%
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Newly issued price	$ 18
Common stock per warrant	$ 0.361
Class A Common Stock [Member] \| Warrant [Member]
Warrants (Details) [Line Items]
Redemption warrants, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants for when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.
Business Combination [Member]
Warrants (Details) [Line Items]
Market value price	$ 9.2
Business Combination [Member] \| Class A Common Stock [Member]
Warrants (Details) [Line Items]
Issue price	$ 9.2

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock shares issued	380,000,000
Par value per share (in Dollars per share)	$ 0.0001
Number of vote shares, description	Holders of the Company’s Class A common stock are entitled to one vote for each share.
Shares outstanding	1,228,794	41,400,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Class A Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds received from Initial Public Offering		$ 414,000,000
Less:
Fair value of Public Warrants at issuance		(11,592,000)
Offering costs allocated to Class A common stock		(22,679,546)
Plus:
Accretion on Class A common stock to redemption value		34,271,546
Class A common stock subject to possible redemption	$ 12,287,940	$ 414,000,000
Redemption of Public Shares (in Shares)	(405,789,421)
Increase in redemption value of Class A common stock subject to redemption (in Shares)	4,077,361

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - $ / shares	12 Months Ended
Stockholders' Deficit (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock issued
Preferred stock outstanding
Common Class A [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized	380,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	1,228,794	41,400,000
Common stock, shares outstanding	1,228,794	41,400,000
Common stock, shares authorized	380,000,000	380,000,000
Class B Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	10,350,000	10,350,000
Common stock, shares outstanding	10,350,000	10,350,000
Common stock, shares authorized	20,000,000	20,000,000
Issued and outstanding shares percentage	20%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair value of warrant liabilities	$ 14.6	$ 7.1

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Warrant liabilities - Public Warrants	$ 1,242,000	$ 10,971,000
Warrant liabilities - Private Placement Warrants	616,800	5,448,400
Assets
Investments held in Trust Account		414,043,108
Level 1 [Member]
Liabilities:
Warrant liabilities - Public Warrants	1,242,000	10,971,000
Warrant liabilities - Private Placement Warrants
Assets
Investments held in Trust Account		414,043,108
Level 2 [Member]
Liabilities:
Warrant liabilities - Public Warrants
Warrant liabilities - Private Placement Warrants
Assets
Investments held in Trust Account
Level 3 [Member]
Liabilities:
Warrant liabilities - Public Warrants
Warrant liabilities - Private Placement Warrants	$ 616,800	5,448,400
Assets
Investments held in Trust Account

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value of the Level 3 derivative warrant liabilities - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Fair Value of the Level3 Derivative Warrant Liabilities [Abstract]
Warrant liabilities beginning balance	$ 5,448,400	$ 23,544,800
Warrant liabilities ending balance	616,800	5,448,400
Public warrants transfer to Level 1		(15,732,000)
Change in fair value of warrant liabilities	$ (4,831,600)	$ (2,364,400)

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of quantitative information regarding the Level 3 fair value measurement inputs - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Quantitative Information Regarding the Level3 Fair Value Measurement Inputs [Abstract]
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Stock Price (in Dollars per share)	$ 9.76	$ 9.74
Term (in years)	5 years 9 months	5 years 6 months
Volatility	4.90%	9.80%
Risk-free interest rate	3.90%	1.30%
Dividend yield

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Valuation allowance	$ 351,000	$ 330,000
U.S. federal net operating loss carryforwards	$ 0	$ 226,382

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of income tax provision - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current
Federal	$ 989,215
State
Deferred
Federal	(350,579)	(329,888)
State
Change in valuation allowance	350,579	329,888
Income tax provision	$ 989,215

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net-operating loss carryforward		$ 47,540
Start-up/Organization costs	704,301	306,183
Total deferred tax assets	704,301	353,723
Valuation allowance	(704,301)	(353,723)
Deferred tax asset, net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of reconciliation of the statutory federal income tax rate	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Reconciliation Of The Statutory Federal Income Tax Rate Abstract
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit
Change in fair value of warrant liabilities	(17.40%)	(26.20%)
Change in valuation allowance	2%	5.20%
Income tax provision expense	5.60%

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)		1 Months Ended
	Feb. 02, 2023	Jan. 19, 2023
Subsequent Events (Details) [Line Items]
Financial advisory services	$ 2,000,000
IPO [Member]
Subsequent Events (Details) [Line Items]
Sponsor loaned		$ 725,000