Sustainable Development Acquisition I (SDAC) 10-Q24 May 232023 Q1 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	May 24, 2023
Document Information [Line Items]
Entity Registrant Name	Sustainable Development Acquisition I Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001837248
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40002
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4353398
Entity Address, Address Line One	5701 Truxtun Avenue
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Bakersfield
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93309
City Area Code	323
Local Phone Number	329-8221
Entity Interactive Data Current	Yes
Public Shares [Member]
Document Information [Line Items]
Trading Symbol	SDACU
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Trading Symbol	SDAC
Entity Common Stock, Shares Outstanding		2,178,988
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Security Exchange Name	NASDAQ
Public Warrants [Member]
Document Information [Line Items]
Trading Symbol	SDACW
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,906,250

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Assets:
Cash	$ 1,109,593	$ 318,932
Prepaid Expenses	266,516	54,418
Due from related party	8,247	8,247
Total current assets	1,384,356	381,597
Cash and marketable securities held in Trust Account	22,512,356	320,678,313
Total Assets	23,896,712	321,059,910
Liabilities [Abstract]
Accrued offering costs and expenses	1,914,319	775,038
Promissory note – related party	1,050,000	1,050,000
Income Tax Payable	1,159,137	629,701
Excise tax liability	2,981,479	0
Total current liabilities	7,104,935	2,454,739
Deferred Tax Liability	0	215,870
Deferred underwriting fee	10,631,250	10,631,250
Warrant liability	2,529,540	1,046,814
Total Liabilities	20,265,725	14,348,673
Commitments and Contingencies
Common stock subject to possible redemption, $0.0001 par value, 2,178,988 and 31,625,000 stock at redemption value of approximately $10.30 and $10.00 per share at March 31, 2023 and December 31, 2022, respectively	22,447,083	319,415,389
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(18,816,887)	(12,704,943)
Total Stockholders' Deficit	(18,816,096)	(12,704,152)
Total Liabilities, Common Stock Subject to Redemption, and Stockholders' Deficit	23,896,712	321,059,910
Class A Common Stock [Member]
Stockholders' Deficit
Common stock	0	0
Class B Common Stock [Member]
Stockholders' Deficit
Common stock	$ 791	$ 791

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Liabilities and Stockholders' Equity (Deficit)
Common stock subject to possible redemption, redemption value (in dollars per share)	$ 10.125
Stockholders' Deficit
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
Liabilities and Stockholders' Equity (Deficit)
Common stock subject to possible redemption (in shares)	2,178,988	31,625,000
Common stock subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, redemption value (in dollars per share)	10.3	10
Stockholders' Deficit
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class B Common Stock [Member]
Stockholders' Deficit
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares issued (in shares)	7,906,250	7,906,250
Common stock, shares outstanding (in shares)	7,906,250	7,906,250

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Operating costs	$ 1,677,292	$ 331,421
Loss from Operations	(1,677,292)	(331,421)
Other income (expense):
Interest earned on cash and marketable securities held in Trust Account	1,522,724	7,799
Offering costs allocated to warrants	0	0
Excess of fair value over cash received for private placement warrants	0	0
Change in fair value of warrant liability	(1,482,727)	7,314,909
Total other income, net	39,997	7,322,708
(Loss) Income before provision for income taxes	(1,637,295)	6,991,287
Provision for income taxes	(313,566)	0
Net (loss) income	$ (1,950,861)	$ 6,991,287
Class A Common Stock [Member]
Other income (expense):
Basic weighted average shares outstanding (in shares)	12,321,503	31,625,000
Diluted weighted average shares outstanding (in shares)	12,321,503	31,625,000
Basic net (loss) income per share (in dollars per share)	$ (0.1)	$ 0.18
Diluted net (loss) income per share (in dollars per share)	$ (0.1)	$ 0.18
Class B Common Stock [Member]
Other income (expense):
Basic weighted average shares outstanding (in shares)	7,906,250	7,906,250
Diluted weighted average shares outstanding (in shares)	7,906,250	7,906,250
Basic net (loss) income per share (in dollars per share)	$ (0.1)	$ 0.18
Diluted net (loss) income per share (in dollars per share)	$ (0.1)	$ 0.18

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2021	$ (24,621,270)	$ 0	$ 791	$ 0	$ (24,622,061)
Beginning balance (in shares) at Dec. 31, 2021		0	7,906,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	6,991,287	$ 0	$ 0	0	6,991,287
Ending balance at Mar. 31, 2022	(17,629,983)	$ 0	$ 791	0	(17,630,774)
Ending balance (in shares) at Mar. 31, 2022		0	7,906,250
Beginning balance at Dec. 31, 2022	(12,704,152)	$ 0	$ 791	0	(12,704,943)
Beginning balance (in shares) at Dec. 31, 2022		0	7,906,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	(1,950,861)	$ 0	$ 0	0	(1,950,861)
Remeasurement of common stock subject to possible redemption	(1,179,604)	0	0	0	(1,179,604)
Excise tax imposed on common stock redemptions	(2,981,479)				(2,981,479)
Ending balance at Mar. 31, 2023	$ (18,816,096)	$ 0	$ 791	$ 0	$ (18,816,887)
Ending balance (in shares) at Mar. 31, 2023		0	7,906,250

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from operating activities:
Net income	$ (1,950,861)	$ 6,991,287
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,522,724)	(7,799)
Offering costs allocated to warrants	0	0
Change in fair value of warrant liability	1,482,727	(7,314,909)
Deferred tax liability	(215,870)	0
Changes in operating assets and liabilities:
Prepaid assets	(212,098)	68,736
Due from related party	0	0
Accrued expenses	1,139,281	(441,860)
Income Tax Payable	529,436	0
Net cash used in operating activities	(750,109)	(704,545)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account for tax obligations	1,540,770	0
Cash withdrawn from Trust Account in connection with redemption	298,147,910	0
Net cash used in investing activities	299,688,680	0
Cash Flows from Financing Activities:
Redemption of common stock	(298,147,910)	0
Net cash provided by financing activities	(298,147,910)	0
Net change in cash	790,661	(704,545)
Cash, beginning of period	318,932	1,013,843
Cash, end of the period	1,109,593	309,298
Supplemental disclosure of cash flow information:
Accretion of Class A stock subject to redemption	1,179,604	0
Excise tax accrued for common stock redemptions	$ 2,981,479	$ 0

Organization and Business Opera

Organization and Business Operations	3 Months Ended
Organization and Business Operations	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 - Organization and Business Operations Sustainable Development Acquisition I Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 16, 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 (“Business Combination”). As of March 31, 2023, the Company had not commenced any operations. All activity through March 31, 2023 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 4, 2021 (the “Effective Date”). On February 9, 2021, the Company consummated the IPO of 31,625,000 units (the “Units”) and, with respect to the shares of common stock included in the Units sold (the “Public Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 4,125,000 Units, at $10.00 per Unit, generating gross proceeds of $316,250,000, which is discussed in Note 3. Each Unit consists of one share of Class A common stock and one-half Simultaneously with the closing of the IPO, the Company consummated the sale of 9,325,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to Sustainable Development Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,325,000, which is discussed in Note 4. Transaction costs of the IPO amounted to $17,404,019 consisting of $6,075,000 of underwriting discount, $10,631,250 of deferred underwriting discount, and $697,769 of other offering costs. Following the closing of the IPO on February 9, 2021, $316,250,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Company had only 24 months from February 9, 2021, the closing of the IPO, to complete an initial Business Combination (the “Combination Period”). On February 1, 2023 the Company voted and approved an amendment to the articles of incorporation to extend the Combination Period to August 12, 2023. However, if the Company does not complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. On February 1, 2023, stockholders of the Company held a special meeting of stockholders (the “Special Meeting”), where the stockholders of the Company approved an amendment (the “Extension Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was consummated on February 9, 2021 from February 4, 2023 to August 12, 2023. The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on February 2, 2023. In connection with the votes to approve the Extension Amendment, 29,446,012 shares of common stock of the Company were tendered for redemption at a per-share per-share The Company’s initial stockholders have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares and any public shares held by them in favor of the Company’s initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services tendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern As of March 31, 2023, the Company had $1,109,593 in its operating bank account and working capital deficit of $5,655,306 (adjusted for amounts available for withdraw from the trust for franchise and income tax obligations). The Company’s liquidity needs up to February 9, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of $136,678 (see Note 5). The promissory note from the Sponsor was outstanding at February 9, 2021, and paid in full as of February 11, 2021 (see Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. On August 23, 2022 and December 21, 2022, the Company entered into a $500,000 and $550,000 promissory note agreement (the “Convertible Notes”), respectively, with the Sponsor. The Convertible Note is payable upon the consummation of initial business combination or convertible into warrants at a price of $1.00 at the Sponsor’s discretion. The Convertible Note provides up to $500,000 and $550,000 in funds to be drawn against it, respectively. The Convertible Note does not accrue interest. As of December 31, 2022, the Convertible Notes had the full amounts of $500,000 and $550,000 withdrawn, respectively. No further borrowing is available against the Convertible Notes as of March 31, 2023. If the Company does not consummate an initial business combination by August 12, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
Significant Accounting Policies	Mar. 31, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 – Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. Cash and Marketable Securities Held in Trust Account As of March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in cash and money market funds which invest in U.S. Treasury securities, respectively. The Company accounts for its investments within the Trust Account under ASC 320 “Investments – Debt Securities.” Under ASC 320, all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are 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 investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information (see Note 8). During the period ended March 31, 2023, the Company withdrew an amount of $ Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4 and Note 8) in accordance with Accounting Standards Codification (“ASC”) 815-40, Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC340-10-S99-1. non-operating Common Stock Subject to Possible Redemption All of the 31,625,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. In connection with the votes to approve the Extension Amendment, 29,446,012 shares of common stock of the Company were tendered for redemption at a per-share The Class A common stock subject to possible redemption reflected on the balance sheet as of March 31, 2023 and December 31, 2022 is reconciled in the following table: Gross Proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (18,753,625 ) Class A common stock issuance costs (16,371,960 ) Plus: Remeasurement of carrying value to redemption value 35,125,585 Class A common stock subject to possible redemption as of December 31, 2021 $ 316,250,000 Plus: Remeasurement of carrying value to redemption value 3,165,389 Class A common stock subject to possible redemption as of December 31, 2022 $ 319,415,389 Less: Redemption of Class A common stock (298,147,910 ) Plus: Remeasurement of carrying value to redemption value 1,179,604 Class A common stock subject to possible redemption as of March 31, 2023 $ 22,447,083 Share Based Compensation The Company complies with ASC Topic 718 “Compensation - Stock Compensation” regarding interests in founder shares transferred by the Sponsor to directors of the Company as compensation, which are described in Note 5. The interests in the Founder Shares effectively vest upon the Company completing the initial Business Combination and compensation expense will be recorded accordingly at that date based upon the initial grant date fair value, the determination of which represents a significant estimate. The grant date fair value is based upon an option pricing model. The Founders Shares were granted subject to a performance condition (i.e., consummation of the Business Combination). Compensation expense related to the Founders Shares will be recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2023 and December 31, 2022, the Company determined that a Business Combination is not considered probable, and therefore no stock-based compensation expense has been recognized. Stock-based compensation will be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (19)% and 0.00% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and December 31, 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net (loss) Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,137,500 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net (loss) income per common share for the years presented. Basic and diluted net (loss) income per common share for Class A common stock and Class B common stock is calculated by dividing net (loss) income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. Reconciliation of Net (loss) Income per Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net (loss) income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted (loss) income per common share is calculated as follows: For the Three Months Ended 2023 2022 Class A Common Stock Net (loss) income allocable to Class A common stock $ (1,188,345 ) $ 5,593,030 Basic and diluted weighted average shares outstanding 12,321,503 31,625,000 Basic and diluted net (loss) income per common share $ (0.10 ) $ 0.18 Class B Common Stock Net (loss) income allocable to Class B common stock $ (762,516 ) $ 1,398,257 Basic and diluted weighted average shares outstanding 7,906,250 7,906,250 Basic and diluted net (loss) income per common share $ (0.10 ) $ 0.18 Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 8 for additional information on assets and liabilities measured at fair value. 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 Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
Initial Public Offering	Mar. 31, 2023
Initial Public Offering [Abstract]
Initial Public Offering	NOTE 3 - INITIAL PUBLIC OFFERING Public Units On February 9, 2021, the Company sold 31,625,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 4,125,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one common stock, and one-half Public Warrants Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 9, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of 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 Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, 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 Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” 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 adjacent to the caption “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading sub-divisions, Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding 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 the “fair market value” of the Class A common stock (as defined below in the immediately following paragraph) except as otherwise described below; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock sub-divisions, • if the Reference Value is less than $18.00 per share (as adjusted for stock sub-divisions, If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of 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. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten third

Private Placement

Private Placement	3 Months Ended
Private Placement	Mar. 31, 2023
Private Placement [Abstract]
Private Placement	NOTE 4 - PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 9,325,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $9,325,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless. The Private Warrants are identical to the Public Warrants sold in the IPO except that the Private Warrants, so long as they are held by the initial stockholders or its permitted transferees, (i) they will not be redeemable by the Company for cash, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis. If the Private Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

Related Party Transactions

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5 - RELATED PARTY TRANSACTIONS Founder Shares On December 18, 2020, the Company’s initial stockholders purchased an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) for a capital contribution of $25,000. On February 4, 2021, the Company effected a stock dividend of one-tenth In January 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent directors, as an inducement to serve as directors of the Company, for a sales price of $0.003 per share, or an aggregate of $261 (the “purchase price”). The estimated fair value of the Founder Shares granted to the Company’s director nominees, was approximately $518,062, or $6.91 per share, which was calculated using a valuation model that takes into account various assumptions such as the probability of successfully completing a business combination and various other factors. The Company will record the fair value of the transferred shares as director compensation expense upon consummation of an initial business combination, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “Compensation-Stock Compensation”, which requires deferral of the expense recognition until after the performance condition is achieved, if the performance condition is a business combination or similar liquidity event. The transferred shares have the same terms and restrictions as the Founder Shares held by the Sponsor. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (subject to certain limited exceptions) until the earlier to occur of (i) one year after the completion of the Company’s initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “Lock-up”).Notwithstanding 30-trading Lock-up. Promissory Note—Related Party On December 18, 2020, the Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. On August 23, 2022, the Company entered into a $500,000 promissory note (the “Convertible Note”) agreement with the Sponsor. The Convertible Note is payable upon the consummation of initial business combination or convertible into warrants at a price of $1.00 at the Sponsor’s discretion. The Convertible Note provides up to $500,000 in funds to be drawn against it. The Convertible Note does not accrue interest. At December 31, 2022, $500,000 was outstanding from this Convertible Note. Management has determined the fair value of the note is more accurately recorded at par since the conversion price is significantly higher than the value of the warrants. No arm’s-length On December 21, 2022, the Company entered into a $550,000 promissory note (the “Convertible Note”) agreement with the Sponsor. The Convertible Note is payable upon the consummation of initial business combination or convertible into warrants at a price of $1.00 at the Sponsor’s discretion. The Convertible Note provides up to $550,000 in funds to be drawn against it. The Convertible Note does not accrue interest. At December 31, 2022, $550,000 was outstanding from this Convertible Note. Management has determined the fair value of the note is more accurately recorded at par since the conversion price is significantly higher than the value of the warrants. No arm’s-length At March 31, 2023 and December 31, 2022, other than the Convertible Notes described above, there was no outstanding balance on the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6 - COMMITMENTS AND CONTINGENCIES Underwriting Agreement The underwriter had a 45-day Upon consummation of the IPO on February 9, 2021, the underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO, or $6,075,000 in the aggregate. The underwriters are entitled to a deferred underwriting fee of $0.35 per unit, or $10,631,250 in the aggregate, excluding 1,250,000 units purchased by an affiliate of the Sponsor upon which the underwriters are not entitled to a fee. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Excise Tax In connection with the vote to approve the Charter Amendment Proposal, holders of 29,446,012 shares of Class A Common Stock properly exercised their right to redeem their shares of Class A Common Stock for an aggregate redemption amount of approximately $298,147,910. As such the Company has recorded a 1% excise tax liability in the amount of $2,981,479 on the condensed balance sheets as of March 31, 2023. The liability does not impact the condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. This excise tax liability can be offset by future share issuances within the same fiscal year which will be evaluated and adjusted in the period in which the issuances occur. Should the Company liquidate prior to December 31, 2023, the excise tax liability will not be due.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
Stockholders' Deficit	Mar. 31, 2023
Equity [Abstract]
Stockholders' Deficit	NOTE 7 - STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock In connection with the votes to approve the Extension Amendment, 29,446,012 shares of common stock of the Company were tendered for redemption at a per-share Class B Common stock The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell their Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of the Company’s 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 The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one as-converted m Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stock ho

Fair Value Measurements

Fair Value Measurements	3 Months Ended
Fair Value Measurements	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 8 - FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2023 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Public Warrants Liability $ 1,552,787 $ 1,552,787 $ — $ — Private Placement Warrants Liability 976,753 — — 976,753 $ 2,529,540 $ 1,552,787 $ — $ 976,753 December 31, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: U.S. Money Market Funds held in Trust Account $ 320,678,313 $ 320,678,313 $ — $ — Liabilities: Public Warrants Liability $ 632,500 $ 632,500 $ — $ — Private Placement Warrants Liability 414,314 — — 414,314 $ 1,046,814 $ 632,500 $ — $ 414,314 The Warrants are accounted for as liabilities in accordance with ASC815-40 The Company established the initial fair value of the Public Warrants and Private Warrants on February 9, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. As of December 31, 2021, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of March 31, 2023 and December 31, 2022, due to the use of unobservable inputs. The transfer from Level 3 to Level 1 for the Public Warrants occurred on March 31, 2021 due to the use of the observed trading price of the separated Public Warrants. The following table presents the changes in Level 3 liabilities for the period ended March 31, 2023 and December 31, 2022: Fair Value at January 1, 2022 $ 5,550,399 Change in fair value of private warrants (5,136,085 ) Fair Value of private warrants at December 31, 2022 $ 414,314 Change in fair value of private warrants 562,439 Fair Value of private warrants at March 31, 2023 $ 976,753 The key inputs into the Monte Carlo simulation as of March 31, 2023 and December 31, 2022 were as follows: Inputs December 31, 2022 March 31, Risk-free interest rate 4.74 % 4.52 % Expected term remaining (years) 0.89 1.21 Expected volatility 7.8 % 8.0 % Stock price $ 10.06 $ 10.09

Subsequent Events

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any, other than the below, subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On April 10, 2023, BofA Securities Inc. (“BofA”) notified the Company that BoFa waives its entitlement to the payment of its portion of any deferred compensation in connection with its role as underwriter in the Initial Public Offering.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account As of March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in cash and money market funds which invest in U.S. Treasury securities, respectively. The Company accounts for its investments within the Trust Account under ASC 320 “Investments – Debt Securities.” Under ASC 320, all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are 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 investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information (see Note 8). During the period ended March 31, 2023, the Company withdrew an amount of $
Warrant Liabilities	Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4 and Note 8) in accordance with Accounting Standards Codification (“ASC”) 815-40,
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC340-10-S99-1. non-operating
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 31,625,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. In connection with the votes to approve the Extension Amendment, 29,446,012 shares of common stock of the Company were tendered for redemption at a per-share The Class A common stock subject to possible redemption reflected on the balance sheet as of March 31, 2023 and December 31, 2022 is reconciled in the following table: Gross Proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (18,753,625 ) Class A common stock issuance costs (16,371,960 ) Plus: Remeasurement of carrying value to redemption value 35,125,585 Class A common stock subject to possible redemption as of December 31, 2021 $ 316,250,000 Plus: Remeasurement of carrying value to redemption value 3,165,389 Class A common stock subject to possible redemption as of December 31, 2022 $ 319,415,389 Less: Redemption of Class A common stock (298,147,910 ) Plus: Remeasurement of carrying value to redemption value 1,179,604 Class A common stock subject to possible redemption as of March 31, 2023 $ 22,447,083
Share Based Compensation	Share Based Compensation The Company complies with ASC Topic 718 “Compensation - Stock Compensation” regarding interests in founder shares transferred by the Sponsor to directors of the Company as compensation, which are described in Note 5. The interests in the Founder Shares effectively vest upon the Company completing the initial Business Combination and compensation expense will be recorded accordingly at that date based upon the initial grant date fair value, the determination of which represents a significant estimate. The grant date fair value is based upon an option pricing model. The Founders Shares were granted subject to a performance condition (i.e., consummation of the Business Combination). Compensation expense related to the Founders Shares will be recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2023 and December 31, 2022, the Company determined that a Business Combination is not considered probable, and therefore no stock-based compensation expense has been recognized. Stock-based compensation will be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (19)% and 0.00% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and December 31, 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Net (loss) Income Per Share	Net (loss) Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,137,500 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net (loss) income per common share for the years presented. Basic and diluted net (loss) income per common share for Class A common stock and Class B common stock is calculated by dividing net (loss) income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. Reconciliation of Net (loss) Income per Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net (loss) income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted (loss) income per common share is calculated as follows: For the Three Months Ended 2023 2022 Class A Common Stock Net (loss) income allocable to Class A common stock $ (1,188,345 ) $ 5,593,030 Basic and diluted weighted average shares outstanding 12,321,503 31,625,000 Basic and diluted net (loss) income per common share $ (0.10 ) $ 0.18 Class B Common Stock Net (loss) income allocable to Class B common stock $ (762,516 ) $ 1,398,257 Basic and diluted weighted average shares outstanding 7,906,250 7,906,250 Basic and diluted net (loss) income per common share $ (0.10 ) $ 0.18
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 8 for additional information on assets and liabilities measured at fair value.
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
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
Significant Accounting Policies (Tables)	Mar. 31, 2023
Accounting Policies [Abstract]
Reconciliation of Class A Common Stock Subject to Possible Redemption	The Class A common stock subject to possible redemption reflected on the balance sheet as of March 31, 2023 and December 31, 2022 is reconciled in the following table: Gross Proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (18,753,625 ) Class A common stock issuance costs (16,371,960 ) Plus: Remeasurement of carrying value to redemption value 35,125,585 Class A common stock subject to possible redemption as of December 31, 2021 $ 316,250,000 Plus: Remeasurement of carrying value to redemption value 3,165,389 Class A common stock subject to possible redemption as of December 31, 2022 $ 319,415,389 Less: Redemption of Class A common stock (298,147,910 ) Plus: Remeasurement of carrying value to redemption value 1,179,604 Class A common stock subject to possible redemption as of March 31, 2023 $ 22,447,083
Basic and Diluted (Loss) Income per Common Share	Accordingly, basic and diluted (loss) income per common share is calculated as follows: For the Three Months Ended 2023 2022 Class A Common Stock Net (loss) income allocable to Class A common stock $ (1,188,345 ) $ 5,593,030 Basic and diluted weighted average shares outstanding 12,321,503 31,625,000 Basic and diluted net (loss) income per common share $ (0.10 ) $ 0.18 Class B Common Stock Net (loss) income allocable to Class B common stock $ (762,516 ) $ 1,398,257 Basic and diluted weighted average shares outstanding 7,906,250 7,906,250 Basic and diluted net (loss) income per common share $ (0.10 ) $ 0.18

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
Fair Value Measurements (Tables)	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2023 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Public Warrants Liability $ 1,552,787 $ 1,552,787 $ — $ — Private Placement Warrants Liability 976,753 — — 976,753 $ 2,529,540 $ 1,552,787 $ — $ 976,753 December 31, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: U.S. Money Market Funds held in Trust Account $ 320,678,313 $ 320,678,313 $ — $ — Liabilities: Public Warrants Liability $ 632,500 $ 632,500 $ — $ — Private Placement Warrants Liability 414,314 — — 414,314 $ 1,046,814 $ 632,500 $ — $ 414,314
Changes in Level 3 Liabilities	The following table presents the changes in Level 3 liabilities for the period ended March 31, 2023 and December 31, 2022: Fair Value at January 1, 2022 $ 5,550,399 Change in fair value of private warrants (5,136,085 ) Fair Value of private warrants at December 31, 2022 $ 414,314 Change in fair value of private warrants 562,439 Fair Value of private warrants at March 31, 2023 $ 976,753
Key Inputs into Monte Carlo Simulation	The key inputs into the Monte Carlo simulation as of March 31, 2023 and December 31, 2022 were as follows: Inputs December 31, 2022 March 31, Risk-free interest rate 4.74 % 4.52 % Expected term remaining (years) 0.89 1.21 Expected volatility 7.8 % 8.0 % Stock price $ 10.06 $ 10.09

Organization and Business Ope_2

Organization and Business Operations, Summary (Details)			3 Months Ended	6 Months Ended	12 Months Ended
Organization and Business Operations, Summary (Details)	Feb. 01, 2023 $ / shares shares	Feb. 09, 2021 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) Business $ / shares shares	Aug. 12, 2023	Dec. 31, 2021 USD ($)	May 31, 2023 $ / shares	Dec. 31, 2022 $ / shares shares	Aug. 16, 2022	Aug. 12, 2021 $ / shares
Organization and Business Operations [Abstract]
Number of securities called by each unit (in shares) \| shares		0.50
Period to complete Business Combination from closing of Initial Public Offering			24 months
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period			100%
Percentage of excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations								1%
Percentage of the fair market value of the shares repurchased at the time of the repurchase representing excise tax amount								1%
Percentage of repurchase of share	93.11%
Temporary equity, redemption price per share			$ 10.125			$ 10.125
Percentage of shares outstanding	6.89%
Minimum [Member]
Organization and Business Operations [Abstract]
Number of operating businesses included in initial Business Combination \| Business			1
Maximum [Member]
Organization and Business Operations [Abstract]
Interest from Trust Account that can be held to pay dissolution expenses \| $			$ 100,000
Class A Common Stock [Member]
Organization and Business Operations [Abstract]
Shares subject to possible redemption (in shares) \| shares			2,178,988				31,625,000
Temporary equity, redemption price per share			$ 10.3				$ 10
Class A Common Stock [Member] \| Minimum [Member]
Organization and Business Operations [Abstract]
Share price (in dollars per share)			12
Common Stock [Member]
Organization and Business Operations [Abstract]
Shares subject to possible redemption (in shares) \| shares	29,446,012
Temporary equity, redemption price per share	$ 10.125
Initial Public Offering [Member]
Organization and Business Operations [Abstract]
Units issued (in shares) \| shares		31,625,000
Share price (in dollars per share)		$ 10
Gross proceeds from initial public offering \| $		$ 316,250,000			$ 316,250,000
Transaction costs \| $		17,404,019
Underwriting discount \| $		6,075,000
Deferred underwriting discount \| $		10,631,250
Other offering costs \| $		697,769
Cash deposited in Trust Account \| $		$ 316,250,000
Cash deposited in Trust Account per Unit (in dollars per share)		$ 10
Redemption price (in dollars per share)									$ 10
Initial Public Offering [Member] \| Public Warrants [Member]
Organization and Business Operations [Abstract]
Warrants exercise price (In dollars per share)		$ 11.5	11.5
Initial Public Offering [Member] \| Class A Common Stock [Member]
Organization and Business Operations [Abstract]
Number of securities called by each unit (in shares) \| shares		1
Percentage of repurchase of share				100%
Initial Public Offering [Member] \| Class A Common Stock [Member] \| Public Warrants [Member]
Organization and Business Operations [Abstract]
Number of common stock called by each warrant (in shares) \| shares		1
Over-Allotment Option [Member]
Organization and Business Operations [Abstract]
Units issued (in shares) \| shares		4,125,000
Share price (in dollars per share)		$ 10
Private Placement [Member] \| Private Placement Warrants [Member]
Organization and Business Operations [Abstract]
Share price (in dollars per share)		$ 1	$ 1
Number of common stock called by each warrant (in shares) \| shares			1
Warrants exercise price (In dollars per share)			$ 11.5
Warrants issued (in shares) \| shares		9,325,000	9,325,000
Gross proceeds from private placement \| $		$ 9,325,000	$ 9,325,000

Organization and Business Ope_3

Organization and Business Operations, Liquidity, Capital Resources and Going Concern (Details) - USD ($)	Feb. 11, 2021	Feb. 09, 2021	Mar. 31, 2023	Dec. 31, 2022	Dec. 21, 2022	Aug. 23, 2022	Dec. 18, 2020
Liquidity and Capital Resources [Abstract]
Cash in operating bank account			$ 1,109,593	$ 318,932
Working capital			$ 5,655,306
Sponsor [Member]
Liquidity and Capital Resources [Abstract]
Capital contribution		$ 25,000
Sponsor [Member] \| Promissory Note [Member]
Liquidity and Capital Resources [Abstract]
Proceeds from promissory note		$ 136,678
Aggregate principal amount of note							$ 300,000
Payment of debt to related party	$ 136,678
Sponsor [Member] \| Convertible Note [Member]
Liquidity and Capital Resources [Abstract]
Aggregate principal amount of note					$ 550,000	$ 500,000
Conversion price (in dollars per share)					$ 1	$ 1

Significant Accounting Polici_4

Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

Significant Accounting Polici_5

Significant Accounting Policies, Marketable Securities Held in Trust Account (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Accounting Policies [Abstract]
Proceeds from Sale of Restricted Investments	$ 299,688,680

Significant Accounting Polici_6

Significant Accounting Policies, Common Stock Subject to Possible Redemption (Details) - USD ($)		3 Months Ended	12 Months Ended
	Feb. 09, 2021	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	May 31, 2023
Common Stock Subject to Possible Redemption [Abstract]
Redemption of Class A common stock		$ 298,147,910
Class A common stock subject to possible redemption		$ 22,447,083	$ 319,415,389
Stock redeemed during period, Shares		29,446,012
Common stock subject to possible redemption, redemption value (in dollars per share)		$ 10.125			$ 10.125
Temporary equity percentage of public shares redeemed		93.11%			93.11%
Percentage of public shares outstanding		6.89%			6.89%
Class A Common Stock [Member]
Common Stock Subject to Possible Redemption [Abstract]
Shares subject to possible redemption (in shares)		2,178,988	31,625,000
Redemption of Class A common stock		$ 298,147,910	$ (298,147,910)
Stock redeemed during period, Shares		29,446,012
Common stock subject to possible redemption, redemption value (in dollars per share)		$ 10.3	$ 10
Initial Public Offering [Member]
Common Stock Subject to Possible Redemption [Abstract]
Gross Proceeds	$ 316,250,000			$ 316,250,000
Initial Public Offering [Member] \| Class A Common Stock [Member]
Common Stock Subject to Possible Redemption [Abstract]
Class A common stock issuance costs				(16,371,960)
Remeasurement of carrying value to redemption value		$ 1,179,604	$ 3,165,389	35,125,585
Class A common stock subject to possible redemption		$ 22,447,083	$ 319,415,389	316,250,000
Initial Public Offering [Member] \| Public Warrants [Member]
Common Stock Subject to Possible Redemption [Abstract]
Proceeds allocated to Public Warrants				$ (18,753,625)

Significant Accounting Polici_7

Significant Accounting Policies, Income Taxes (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Unrecognized tax benefits	$ 0		$ 0
Accrued for interest penalties	$ 0		$ 0
Statutory tax rate	21%		21%
Effective tax rate	19%	0%

Significant Accounting Polici_8

Significant Accounting Policies, Net Income Per Share (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) Class $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares
Net Income per Share [Abstract]
Number of share classes reported \| Class	2
Shares excluded in calculation of diluted loss per share (in shares)	25,137,500	25,137,500
Class A Common Stock [Member]
Net Income Attributable to Parent [Abstract]
Net (loss) income allocable to common stock \| $	$ (1,188,345)	$ 5,593,030
Weighted Average Number of Shares Outstanding [Abstract]
Basic weighted average shares outstanding (in shares)	12,321,503	31,625,000
Diluted weighted average shares outstanding (in shares)	12,321,503	31,625,000
Basic net (loss) income per share (in dollars per share) \| $ / shares	$ (0.1)	$ 0.18
Diluted net (loss) income per share (in dollars per share) \| $ / shares	$ (0.1)	$ 0.18
Class B Common Stock [Member]
Net Income Attributable to Parent [Abstract]
Net (loss) income allocable to common stock \| $	$ (762,516)	$ 1,398,257
Weighted Average Number of Shares Outstanding [Abstract]
Basic weighted average shares outstanding (in shares)	7,906,250	7,906,250
Diluted weighted average shares outstanding (in shares)	7,906,250	7,906,250
Basic net (loss) income per share (in dollars per share) \| $ / shares	$ (0.1)	$ 0.18
Diluted net (loss) income per share (in dollars per share) \| $ / shares	$ (0.1)	$ 0.18

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		3 Months Ended
Initial Public Offering (Details) - $ / shares	Feb. 09, 2021	Mar. 31, 2023
Public Units [Abstract]
Number of common stock included in each unit (in shares)	0.50
Public Warrants [Abstract]
Period to exercise warrants after business combination		30 days
Period to exercise warrants after closing of Initial Public Offering		12 months
Expiration period of warrants		5 years
Threshold trigger price for redemption of warrants (in dollars per share)		$ 10
Threshold trading days		20 days
Threshold consecutive trading days		30 days
Period for registration statement to become effective		60 days
Class A Common Stock [Member]
Public Warrants [Abstract]
Threshold trading days		20 days
Threshold consecutive trading days		30 days
Class A Common Stock [Member] \| Minimum [Member]
Public Units [Abstract]
Unit price (in dollars per share)		$ 12
Public Warrants [Abstract]
Share price (in dollars per share)		$ 12
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Public Warrants [Abstract]
Percentage multiplier		180%
Warrant redemption price (in dollars per share)		$ 0.01
Notice period to redeem warrants		30 days
Threshold trading days		20 days
Threshold consecutive trading days		30 days
Trading days before notice to warrant holders		3 days
Redemption period		30 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] \| Class A Common Stock [Member]
Public Warrants [Abstract]
Share price (in dollars per share)		$ 18
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member]
Public Warrants [Abstract]
Trading day period to calculate volume weighted average trading price		10 days
Warrant redemption price (in dollars per share)		$ 0.1
Notice period to redeem warrants		30 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] \| Minimum [Member]
Public Warrants [Abstract]
Share price (in dollars per share)		$ 10
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] \| Maximum [Member]
Public Units [Abstract]
Number of common stock called by each warrant (in shares)		0.361
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] \| Class A Common Stock [Member]
Public Warrants [Abstract]
Share price (in dollars per share)		$ 18
Initial Public Offering [Member]
Public Units [Abstract]
Units issued (in shares)	31,625,000
Unit price (in dollars per share)	$ 10
Initial Public Offering [Member] \| Public Warrants [Member]
Public Warrants [Abstract]
Exercise price of warrant (in dollars per share)	$ 11.5	$ 11.5
Initial Public Offering [Member] \| Class A Common Stock [Member]
Public Units [Abstract]
Number of common stock included in each unit (in shares)	1
Initial Public Offering [Member] \| Class A Common Stock [Member] \| Public Warrants [Member]
Public Units [Abstract]
Number of common stock called by each warrant (in shares)	1
Initial Public Offering [Member] \| Common Stock [Member]
Public Units [Abstract]
Number of common stock included in each unit (in shares)	1
Number of common stock called by each warrant (in shares)	1	1
Over-Allotment Option [Member]
Public Units [Abstract]
Units issued (in shares)	4,125,000
Unit price (in dollars per share)	$ 10
Additional Issue of Common Stock or Equity-Linked Securities [Member]
Public Warrants [Abstract]
Percentage multiplier		115%
Warrant redemption price (in dollars per share)		$ 18
Additional Issue of Common Stock or Equity-Linked Securities [Member] \| Minimum [Member]
Public Warrants [Abstract]
Percentage of aggregate gross proceeds of issuance available for funding of business combination		60%
Additional Issue of Common Stock or Equity-Linked Securities [Member] \| Class A Common Stock [Member] \| Maximum [Member]
Public Warrants [Abstract]
Share price (in dollars per share)		$ 9.2
Additional Issue of Common Stock or Equity-Linked Securities [Member] \| Common Stock [Member]
Public Warrants [Abstract]
Trading day period to calculate volume weighted average trading price		20 days

Private Placement (Details)

Private Placement (Details) - Private Placement [Member] - Private Placement Warrants [Member] - USD ($)		3 Months Ended
	Feb. 09, 2021	Mar. 31, 2023
Private Placement [Abstract]
Warrants issued (in shares)	9,325,000	9,325,000
Share price (in dollars per share)	$ 1	$ 1
Proceeds from private placement of warrants	$ 9,325,000	$ 9,325,000
Number of common stock called by each warrant (in shares)		1
Exercise price of warrant (in dollars per share)		$ 11.5
Holding period for transfer, assignment or sale of warrants		30 days

Related Party Transactions, Fou

Related Party Transactions, Founder Shares (Details)			1 Months Ended	3 Months Ended
Related Party Transactions, Founder Shares (Details)	Feb. 09, 2021 USD ($) shares	Dec. 18, 2020 USD ($) shares	Jan. 31, 2021 USD ($) $ / shares shares	Mar. 31, 2023 Director $ / shares shares	Dec. 31, 2022 shares	Feb. 04, 2021 shares
Related Party Transactions [Abstract]
Number of directors \| Director				3
Period to not transfer, assign or sell Founder Shares				1 year
Threshold trading days				20 days
Threshold consecutive trading days				30 days
Class A Common Stock [Member]
Related Party Transactions [Abstract]
Common stock, shares issued (in shares)				0	0
Common stock, shares outstanding (in shares)				0	0
Threshold trading days				20 days
Threshold consecutive trading days				30 days
Class A Common Stock [Member] \| Minimum [Member]
Related Party Transactions [Abstract]
Share price (in dollars per share) \| $ / shares				$ 12
Threshold period after initial business combination				150 days
Class B Common Stock [Member]
Related Party Transactions [Abstract]
Common stock, shares issued (in shares)				7,906,250	7,906,250
Common stock, shares outstanding (in shares)				7,906,250	7,906,250
Sponsor [Member]
Related Party Transactions [Abstract]
Proceeds from issuance of common stock to Sponsor \| $	$ 25,000
Common stock, shares outstanding (in shares)	1,031,250
Sponsor [Member] \| Class A Common Stock [Member]
Related Party Transactions [Abstract]
Period to not transfer, assign or sell Founder Shares				1 year
Sponsor [Member] \| Class B Common Stock [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		7,187,500
Proceeds from issuance of common stock to Sponsor \| $		$ 25,000
Stock dividend (in shares)						0.1
Common stock, shares issued (in shares)						7,906,250
Common stock, shares outstanding (in shares)						7,906,250
Sponsor [Member] \| Class B Common Stock [Member] \| Maximum [Member]
Related Party Transactions [Abstract]
Common stocks subject to forfeiture (in shares)	937,500					1,031,250
Sponsor [Member] \| Class B Common Stock [Member] \| Director [Member]
Related Party Transactions [Abstract]
Fair value of founder shares granted \| $			$ 518,062
Fair value of founder shares granted (in dollars per share) \| $ / shares			$ 6.91
Share price (in dollars per share) \| $ / shares			$ 0.003
Purchase price of shares \| $			$ 261
Sponsor [Member] \| Class B Common Stock [Member] \| Director 1 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)			25,000
Sponsor [Member] \| Class B Common Stock [Member] \| Director 2 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)			25,000
Sponsor [Member] \| Class B Common Stock [Member] \| Director 3 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)			25,000

Related Party Transactions, Pro

Related Party Transactions, Promissory Note (Details) - Sponsor [Member] - Promissory Note [Member] - USD ($)	Feb. 11, 2021	Feb. 09, 2021	Dec. 18, 2020
Related Party Transactions [Abstract]
Aggregate principal amount of note			$ 300,000
Amount drawn		$ 136,678
Payment of debt to related party	$ 136,678

Related Party Transactions, Rel

Related Party Transactions, Related Party Loans (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 21, 2022	Aug. 23, 2022
Working Capital Loans [Member]
Related Party Transactions [Abstract]
Loans outstanding	$ 0	$ 0
Sponsor, Affiliate of Sponsor, or Certain of the Company's Officers and Directors [Member] \| Working Capital Loans [Member]
Related Party Transactions [Abstract]
Conversion price (in dollars per share)	$ 1
Sponsor, Affiliate of Sponsor, or Certain of the Company's Officers and Directors [Member] \| Working Capital Loans [Member] \| Maximum [Member]
Related Party Transactions [Abstract]
Loans that can be converted into Warrants at lenders' discretion	$ 2,000,000
Sponsor [Member] \| Convertible Promissory Note [Member]
Related Party Transactions [Abstract]
Conversion price (in dollars per share)			$ 1	$ 1
Aggregate principal amount of note			$ 550,000	$ 500,000

Commitments and Contingencies (

Commitments and Contingencies (Details)		3 Months Ended	12 Months Ended
Commitments and Contingencies (Details)	Feb. 09, 2021 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) Demand shares	Dec. 31, 2022 USD ($)
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments	45 days
Additional Units that can be purchased to cover over-allotments (in shares) \| shares	4,125,000
Underwriter fee discount	2%
Underwriting discount \| $	$ 6,075,000
Deferred underwriting commissions per Unit (in dollars per share) \| $ / shares	$ 0.35
Deferred underwriting commissions \| $	$ 10,631,250
Number of units purchased by an affiliate (in shares) \| shares	1,250,000
Stock redeemed during period, Shares \| shares		29,446,012
Temporary Equity, Accretion to Redemption Value, Adjustment \| $		$ 298,147,910
Percentage Of Excise Tax		1%
Excise tax liability \| $		$ 2,981,479
Common Class A [Member]
Underwriting Agreement [Abstract]
Stock redeemed during period, Shares \| shares		29,446,012
Temporary Equity, Accretion to Redemption Value, Adjustment \| $		$ 298,147,910	$ (298,147,910)
Maximum [Member]
Registration Rights [Abstract]
Number of demands eligible security holder can make \| Demand		3
Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Units issued (in shares) \| shares	4,125,000

Stockholders' Deficit (Details)

Stockholders' Deficit (Details)	3 Months Ended	12 Months Ended
Stockholders' Deficit (Details)	Mar. 31, 2023 USD ($) Vote $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	May 31, 2023 $ / shares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Holding period for transfer, assignment or sale of Founder Shares	1 year
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination	1
Stock conversion percentage threshold	20%
Votes per share \| Vote	1
Stock redeemed during period, Shares	29,446,012
Temporary equity, redemption price per share \| $ / shares	$ 10.125		$ 10.125
Temporary equity percentage of public shares redeemed	93.11%		93.11%
Percentage of public shares outstanding	6.89%		6.89%
Temporary Equity, Accretion to Redemption Value, Adjustment \| $	$ 298,147,910
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Common stock subject to possible redemption (in shares)	2,178,988	31,625,000
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Stock redeemed during period, Shares	29,446,012
Temporary equity, redemption price per share \| $ / shares	$ 10.3	$ 10
Temporary Equity, Accretion to Redemption Value, Adjustment \| $	$ 298,147,910	$ (298,147,910)
Class A Common Stock [Member] \| Minimum [Member]
Stockholders' Equity [Abstract]
Share price (in dollars per share) \| $ / shares	$ 12
Period after initial business combination	150 days
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	7,906,250	7,906,250
Common stock, shares outstanding (in shares)	7,906,250	7,906,250

Fair Value Measurements, Assets

Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Liabilities [Abstract]
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Deferred Tax Liabilities, Gross	Deferred Tax Liabilities, Gross
Recurring [Member]
Assets [Abstract]
U.S. Money Market Funds held in Trust Account		$ 320,678,313
Liabilities [Abstract]
Warrants liability	$ 2,529,540	1,046,814
Recurring [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants liability	1,552,787	632,500
Recurring [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrants liability	976,753	414,314
Recurring [Member] \| Level 1 [Member]
Assets [Abstract]
U.S. Money Market Funds held in Trust Account		320,678,313
Liabilities [Abstract]
Warrants liability	1,552,787	632,500
Recurring [Member] \| Level 1 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants liability	1,552,787	632,500
Recurring [Member] \| Level 1 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrants liability	0	0
Recurring [Member] \| Level 2 [Member]
Assets [Abstract]
U.S. Money Market Funds held in Trust Account		0
Liabilities [Abstract]
Warrants liability	0	0
Recurring [Member] \| Level 2 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants liability	0	0
Recurring [Member] \| Level 2 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrants liability	0	0
Recurring [Member] \| Level 3 [Member]
Assets [Abstract]
U.S. Money Market Funds held in Trust Account		0
Liabilities [Abstract]
Warrants liability	976,753	414,314
Recurring [Member] \| Level 3 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants liability	0	0
Recurring [Member] \| Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrants liability	$ 976,753	$ 414,314

Fair Value Measurements, Change

Fair Value Measurements, Changes in Level 3 Liabilities (Details) - Warrants [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, beginning of period	$ 414,314	$ 5,550,399
Change in fair value of private warrants	562,439	(5,136,085)
Fair Value, end of period	$ 976,753	$ 414,314

Fair Value Measurements, Key In

Fair Value Measurements, Key Inputs into Monte Carlo Simulation (Details)	Mar. 31, 2023	Dec. 31, 2022
Key Inputs into Monte Carlo Simulation [Abstract]
Expected term remaining	5 years
Warrants [Member]
Key Inputs into Monte Carlo Simulation [Abstract]
Expected term remaining	1 year 2 months 15 days	10 months 20 days
Warrants [Member] \| Risk-free Interest Rate [Member]
Key Inputs into Monte Carlo Simulation [Abstract]
Key measurement input	0.0452	0.0474
Warrants [Member] \| Expected Volatility [Member]
Key Inputs into Monte Carlo Simulation [Abstract]
Key measurement input	0.08	0.078
Warrants [Member] \| Stock Price [Member]
Key Inputs into Monte Carlo Simulation [Abstract]
Key measurement input	10.09	10.06