Forest Road Acquisition Corp. II (FRXB) 10-Q11 Aug 232023 Q2 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 11, 2023
Document Information Line Items
Entity Registrant Name	FOREST ROAD ACQUISITION CORP. II
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001840161
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
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	001-40181
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1376005
Entity Address, Address Line One	1177 Avenue of the Americas
Entity Address, Address Line Two	5th Floor
Entity Address, State or Province	NY
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10036
City Area Code	(917)
Local Phone Number	310-3722
Entity Interactive Data Current	Yes
Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant
Document Information Line Items
Trading Symbol	FRXB.U
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant
Security Exchange Name	NYSE
Class A Common Stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	FRXB
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NYSE
Redeemable Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Document Information Line Items
Trading Symbol	FRXB WS
Title of 12(b) Security	Redeemable Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Security Exchange Name	NYSE
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		4,474,604
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,750,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 105,749	$ 154,312
Prepaid expenses	134,167	41,735
Prepaid income taxes	165,847
Total current assets	405,763	196,047
Cash and Investments held in trust account	46,174,523	354,613,132
Total noncurrent assets	46,174,523	354,613,132
Total assets	46,580,286	354,809,179
Current liabilities:
Accounts payable and accrued expenses	306,754	69,400
Promissory note – related party	300,000
Taxes payable	100,000	764,260
Total current liabilities	706,754	833,660
Warrant liabilities	1,950,000	4,342,000
Deferred liabilities		2,370,346
Deferred underwriters’ discount payable	12,250,000	12,250,000
Total liabilities	14,906,754	19,796,006
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 4,474,604 and 35,000,000 shares issued and outstanding at redemption value of $10.32 and $10.11 per share at June 30, 2023 and December 31, 2022, respectively	46,174,523	353,816,635
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2023 and December 31, 2022
Class A common stock, $0.0001 par value; 300,000,000 shares authorized, none issued and outstanding, excluding 4,474,604 and 35,000,000 shares subject to redemption at June 30, 2023 and December 31, 2022, respectively
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,750,000 shares issued and outstanding at June 30, 2023 and December 31, 2022	875	875
Additional paid-in capital
Accumulated deficit	(14,501,866)	(18,804,337)
Total stockholders’ deficit	(14,500,991)	(18,803,462)
Total liabilities, common stock subject to possible redemption and stockholders’ deficit	$ 46,580,286	$ 354,809,179

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption value, per share (in Dollars per share)	$ 10.32	$ 10.11
Common stock subject to possible redemption, shares issued	4,474,604	35,000,000
Common stock subject to possible redemption, shares outstanding	4,474,604	35,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,750,000	8,750,000
Common stock, shares outstanding	8,750,000	8,750,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
General and administrative costs/(reversal)	$ 221,253	$ 254,163	$ (1,749,997)	$ 540,651
Loss/Income from operations	(221,253)	(254,163)	1,749,997	(540,651)
Other income:
Change in fair value of warrant liabilities	630,500	3,321,639	2,392,000	5,881,774
Interest earned on trust account	421,777	444,587	3,182,356	475,790
Total other income	1,052,277	3,766,226	5,574,356	6,357,564
Income before provision for income taxes	831,024	3,512,063	7,324,353	5,816,913
Provision for income taxes	(78,073)	(15,783)	(647,295)	(15,783)
Net income	$ 752,951	$ 3,496,280	$ 6,677,058	$ 5,801,130
Class A Common Stock
Other income:
Weighted average shares outstanding (in Shares)	4,474,604	35,000,000	14,424,871	35,000,000
Basic net income per share of common stock (in Dollars per share)	$ 0.06	$ 0.08	$ 0.29	$ 0.13
Class B Common Stock
Other income:
Weighted average shares outstanding (in Shares)	8,750,000	8,750,000	8,750,000	8,750,000
Basic net income per share of common stock (in Dollars per share)	$ 0.06	$ 0.08	$ 0.29	$ 0.13

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Common Stock
Diluted net income per share of common stock	$ 0.06	$ 0.08	$ 0.29	$ 0.13
Class B Common Stock
Diluted net income per share of common stock	$ 0.06	$ 0.08	$ 0.29	$ 0.13

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 875		$ (24,512,307)	$ (24,511,432)
Balance (in Shares) at Dec. 31, 2021	8,750,000
Net income			2,304,850	2,304,850
Balance at Mar. 31, 2022	$ 875		(22,207,457)	(22,206,582)
Balance (in Shares) at Mar. 31, 2022	8,750,000
Balance at Dec. 31, 2021	$ 875		(24,512,307)	(24,511,432)
Balance (in Shares) at Dec. 31, 2021	8,750,000
Net income				5,801,130
Balance at Jun. 30, 2022	$ 875		(18,936,153)	(18,935,278)
Balance (in Shares) at Jun. 30, 2022	8,750,000
Balance at Mar. 31, 2022	$ 875		(22,207,457)	(22,206,582)
Balance (in Shares) at Mar. 31, 2022	8,750,000
Accretion of Class A common stock subject to possible redemption			(224,976)	(224,976)
Net income			3,496,280	3,496,280
Balance at Jun. 30, 2022	$ 875		(18,936,153)	(18,935,278)
Balance (in Shares) at Jun. 30, 2022	8,750,000
Balance at Dec. 31, 2022	$ 875		(18,804,337)	(18,803,462)
Balance (in Shares) at Dec. 31, 2022	8,750,000
Contribution - Stockholder non-redemption agreements		5,578,384		5,578,384
Stockholder non-redemption agreements		(5,578,384)		(5,578,384)
Accretion of Class A common stock subject to possible redemption			(2,141,357)	(2,141,357)
Net income			5,924,107	5,924,107
Balance at Mar. 31, 2023	$ 875		(15,021,587)	(15,020,712)
Balance (in Shares) at Mar. 31, 2023	8,750,000
Balance at Dec. 31, 2022	$ 875		(18,804,337)	(18,803,462)
Balance (in Shares) at Dec. 31, 2022	8,750,000
Net income				6,677,058
Balance at Jun. 30, 2023	$ 875		(14,501,866)	(14,500,991)
Balance (in Shares) at Jun. 30, 2023	8,750,000
Balance at Mar. 31, 2023	$ 875		(15,021,587)	(15,020,712)
Balance (in Shares) at Mar. 31, 2023	8,750,000
Accretion of Class A common stock subject to possible redemption			(233,230)	(233,230)
Net income			752,951	752,951
Balance at Jun. 30, 2023	$ 875		$ (14,501,866)	$ (14,500,991)
Balance (in Shares) at Jun. 30, 2023	8,750,000

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income	$ 6,677,058	$ 5,801,130
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on trust account	(3,182,356)	(475,790)
Change in fair value of warrant liabilities	(2,392,000)	(5,881,774)
Change in deferred liabilities	(2,370,346)	5,926
Changes in current assets and current liabilities:
Prepaid expenses	(92,432)	63,541
Prepaid Income taxes	(165,847)
Taxes payable	(664,260)	(112,625)
Accounts payable and accrued expenses	237,354	(115,359)
Net cash used in operating activities	(1,952,829)	(714,951)
Cash Flows from Investing Activities:
Cash withdrawn for redemptions	310,016,699
Interest withdrawn from Trust Account to pay for franchise and federal income taxes	1,604,266
Net cash provided by investing activities	311,620,965
Cash Flows from Financing Activities:
Proceeds from issuance of promissory note	300,000
Redemption of common stock	(310,016,699)
Net cash used in financing activities	(309,716,699)
Net Change in Cash	(48,563)	(714,951)
Cash - Beginning of period	154,312	845,291
Cash - End of period	$ 105,749	$ 130,340

Organization and Business Opera

Organization and Business Operations	6 Months Ended
Organization and Business Operations	Jun. 30, 2023
Organization and Business Operations [Abstract]
Organization and Business Operations	Note 1 - Organization and Business Operations Organization and General Forest Road Acquisition Corp. II (the “Company”) was incorporated in Delaware on December 23, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a specific industry or sector for purposes of consummating a Business Combination; however, the Company intends to concentrate its efforts on identifying businesses in the technology, media and telecommunications industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has two wholly-owned subsidiaries that were created on November 15, 2022, Ariel Merger Sub I, Inc., a Delaware corporation (“Merger Sub 1”) and Ariel Merger Sub II, a Delaware limited liability company (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”). On November 15, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ariel Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company, Ariel Merger Sub II, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company and Hyperloop Transportation Technologies, Inc. On February 3, 2023, by mutual agreement, the parties entered into a termination agreement to terminate the Merger Agreement. As of June 30, 2023, the Company had not yet commenced any operations. All activity through June 30, 2023, relates to the Company’s formation, the initial public offering (“IPO”) described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the IPO. The Company’s sponsor is Forest Road Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 9, 2021 (the “Effective Date”). On March 12, 2021, the Company consummated the IPO of 35,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including the issuance of 4,500,000 Units as a result of the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant entitling its holder to purchase one share of Class A common stock at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $350,000,000 (see Note 3). Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of an aggregate of 6,000,000 warrants (“Private Placement Warrants”) to purchase Class A common stock, each at a price of $1.50 per Private Placement Warrant, generating total proceeds of $9,000,000 (see Note 4). Transaction costs amounted to $19,691,331, consisting of $7,000,000 of underwriting discount, $12,250,000 of deferred underwriters’ fee and $441,331 of other offering costs. Trust Account Following the closing of the IPO on March 12, 2021, an amount of $350,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which was initially invested in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, until the earlier of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation, or (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 12, 2023 (the “Combination Period”). In connection with the vote at the special meeting of stockholders held on March 3, 2023 (the “Special Meeting”), the holders of 30,525,396 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.16 per share, for an aggregate redemption amount of approximately $310,016,699, resulting in 4,474,604 shares of Class A common stock outstanding after redemptions. The Trust Account balance immediately after the redemption payments were made was $45,444,192. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (as amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Effective as of April 4, 2023, Thomas Staggs, Kevin Mayer, Keith L. Horn and Salil Mehta resigned as members of the Company’s board of directors. Messrs. Staggs and Mayer also resigned as Co-Chief Executive Officers of the Company. The resignations were not the result of any disagreement with management or the Company’s board of directors on any matter relating to Company’s operations, policies or practices. Effective as of April 6, 2023, the Company’s board of directors appointed: (i) Zachary Tarica as Chairman of the board of directors and Chief Executive Officer of the Company and (ii) Idan Shani, Pallavi Gondipalli and Daniel Strauss as members of the board of directors. Each of Ms. Gondipalli and Mr. Strauss qualify as independent directors and also serve as members of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee of the Company’s board of directors. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights (including redemption rights) or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. There will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to 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 nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of June 30, 2023, the Company had cash outside the Trust Account of $105,749 available and a working capital deficit of approximately $361,000, excluding taxes. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of June 30, 2023, $311,620,965 was withdrawn from the funds in the Trust Account to pay for franchise tax, federal income taxes and redemptions. The Company anticipates that the $105,749 held outside of the Trust Account as of June 30, 2023 will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the unaudited condensed consolidated financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the Sponsor, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional funds in order to meet the expenditures required for operating its business. If the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors is under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the mandatory liquidation date, subsequent dissolution, and liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a Business Combination by December 12, 2023, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 12, 2023. The Company seeks to complete a Business Combination before the mandatory liquidation date. On March 3, 2023, the Company issued a promissory note to the Sponsor in an amount of up to $500,000 in connection with advances the Sponsor may make, in its discretion, to the Company for working capital expenses. The promissory note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates a Business Combination and (ii) the date of the liquidation of the Company. On May 11, 2023 and June 15, 2023, the Company drew $150,000 and $150,000, respectively, which had not yet been repaid as of June 30, 2023. As of June 30, 2023, $300,000 had been drawn upon this note. Risks and Uncertainties 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. As of the date of these unaudited condensed consolidated financial statements, the impact of this action and related sanctions on the world economy is not determinable. While it is reasonably possible that the action could have a negative effect on the Company’s financial condition, results of operations, and cash flows, the specific impact is not readily determinable as of the date of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2022 and filed with the SEC on March 29, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any future period. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, which were formed on November 15, 2022. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Status 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the accompanying unaudited condensed consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated 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 consolidated financial statements is the determination of the 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 June 30, 2023 and December 31, 2022. Cash and investments Held in the Trust Account At June 30, 2023, the assets held in the Trust Account were cash. At December 31, 2022, the assets held in the Trust Account were money market funds. The money market funds are presented on the condensed consolidated balance sheets at fair value at the end of the reporting periods. Gains and losses resulting from the change in fair value of the money market funds are included in interest earned on the Trust Account in the accompanying unaudited condensed consolidated statements of operations. Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 4,474,604 and 35,000,000 shares of Class A common stock subject to possible redemption, respectively, were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income per Share of Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. This presentation assumes a Business Combination as the most likely outcome. The 13,000,000 shares of common stock underlying the outstanding warrants of the Company were excluded from diluted earnings per share for the three and six months ended June 30, 2023 and 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Three Months Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 254,764 $ 498,187 $ 2,797,024 $ 699,256 Denominator: Weighted-average shares outstanding 4,474,604 8,750,000 35,000,000 8,750,000 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.08 $ 0.08 For the Six Months Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,156,040 $ 2,521,018 $ 4,640,904 $ 1,160,226 Denominator: Weighted-average shares outstanding 14,424,871 8,750,000 35,000,000 8,750,000 Basic and diluted net income per share $ 0.29 $ 0.29 $ 0.13 $ 0.13 Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A- “Expense of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as other income in the unaudited condensed consolidated statements of operations. Offering costs associated with the shares of Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the IPO. The Company classifies deferred underwriting commissions as noncurrent liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering costs amounting to $19,691,331 (consisting of $7,000,000 in underwriting commissions, $12,250,000 of deferred underwriters’ fee and $441,331 of other offering costs) were incurred, of which $754,694 was allocated to warrants and expensed and $18,936,637 was charged to temporary equity. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The Company accounts for its warrants in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using the Black-Scholes Option Pricing Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except the warrant liabilities (see Note 9). I ncome Taxes ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company 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 consolidated 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 June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 9.4% and 0.4% for the three months ended June 30, 2023 and 2022, respectively, and 8.8% and 0.3% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders 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. The IR Act applies only to repurchases that occur after December 31, 2022. 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. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. On March 3, 2023, the Company’s stockholders redeemed 4,474,604 (Class A) shares for a total of $310,016,699. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination and determined no excise tax liability should be recorded at this time. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective beginning on January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations and cash flows. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
Initial Public Offering	Jun. 30, 2023
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On March 12, 2021, the Company sold 35,000,000 Units at a price of $10.00 per Unit, including the issuance of 4,500,000 Units as a result of the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and one-fifth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The Company paid an underwriting discount at the closing of the IPO of $7,000,000. All of the shares of Class A common stock sold as part of the Units in the IPO 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 Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of June 30, 2023 and December 31, 2022, the common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled in the following table: Gross proceeds from IPO $ 350,000,000 Less: Proceeds allocated to Public Warrants (13,431,557 ) Common stock issuance costs (18,936,637 ) Plus: Accretion of carrying value to redemption value 36,184,829 Common stock subject to possible redemption as of December 31, 2022 $ 353,816,635 Less: Redemption (310,016,699 ) Plus: Accretion of carrying value to redemption value 2,141,357 Common stock subject to possible redemption as of March 31, 2023 $ 45,941,293 Plus: Accretion of carrying value to redemption value 233,230 Common stock subject to possible redemption as of June 30, 2023 $ 46,174,523

Private Placement

Private Placement	6 Months Ended
Private Placement	Jun. 30, 2023
Private Placement [Abstract]
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the proceeds from the Private Placement Warrants 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 proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On December 23, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). On February 17, 2021, the Company effected a 0.5 for 1 stock dividend for each share of Class B common stock outstanding, resulting in an aggregate of 8,625,000 shares of Class B common stock issued and outstanding. On March 9, 2021, the Company effected a 0.0166667 for 1 stock dividend for each share of Class B common stock outstanding, resulting in an aggregate of 8,768,750 shares of Class B common stock issued and outstanding. The Founder Shares included an aggregate of up to 1,143,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full. On March 12, 2021, the underwriters partially exercised their over-allotment option, hence, 1,125,000 Founder Shares were no longer subject to forfeiture, and 18,750 Founder Shares were forfeited. As a result, the number of shares of Class B common stock outstanding at March 12, 2021 was 8,750,000. On February 13, 2023, the Sponsor allocated 360,000 Founder Shares to the Company’s independent contractor. The fair value of the 360,000 shares allocated was $1,911,600 or approximately $5.31 per share. The Founder Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Promissory Note – Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the IPO. The promissory note was non-interest bearing, unsecured and due on the earlier of September 30, 2021 or the closing of the IPO. The balance of $109,392 was paid in full during the year ended December 31, 2021. No future borrowings are permitted under this loan. Administrative Service Fee The Company has agreed, commencing on the effective date of the IPO through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, administrative and support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The amount of the administrative service fee for the three and six months ended June 30, 2023, was $30,000 and $60,000, respectively. The amount of the administrative service fee for the three and six months ended June 30, 2022 was $30,000 and $60,000, respectively. There were no Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding. On March 3, 2023, the Company issued a promissory note to the Sponsor in an amount of up to $500,000 in connection with advances the Sponsor may make, in its discretion, to the Company for working capital expenses. The promissory note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates a Business Combination and (ii) the date of the liquidation of the Company. As of June 30, 2023, $300,000 had been drawn upon this note.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of at least 15% of the then-outstanding number of these securities will be entitled to make up to three demands, excluding short-form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On March 12, 2021, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $7,000,000. In addition, $0.35 per unit, or approximately $12,250,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Transaction-Related Fees In connection with the now-terminated merger agreement with Hyperloop Transportation Technologies, Inc., the Company entered into agreements with certain professional service advisors in which approximately $2.2 million of fees in the aggregate would have been payable upon consummation of such merger agreement. These fees include a contractual and contingent component. As a result of the termination of the merger agreement on February 3, 2023, such fees will not be payable and the contractual component was derecognized during the quarter ended March 31, 2023. Merger Agreement On November 21, 2022, the Company entered into an Agreement and Plan of Merger with Ariel Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company, Ariel Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company, and Hyperloop Transportation Technologies, Inc., a Delaware corporation. On February 3, 2023, by mutual agreement, the parties entered into a termination agreement to terminate the Merger Agreement. Non-redemption Agreements The Sponsor entered into Non-Redemption Agreements with various stockholders of the Company (the “Non-Redeeming Stockholders”), pursuant to which these stockholders agreed not to redeem a portion of their shares of Company common stock (the “Non-Redeemed Shares”) in connection with the Special Meeting held on March 3, 2023, but such stockholders retained their right to require the Company to redeem such Non-Redeemed Shares in connection with the closing of the Business Combination. The Sponsor has agreed to transfer to such Non-Redeeming Stockholders an aggregate of 1,050,000 of the Founder Shares held by the Sponsor immediately following the consummation of an initial Business Combination. The Company estimated the aggregate fair value of such 1,050,000 Founder Shares transferrable to the Non-Redeeming Stockholders pursuant to the Non-Redemption Agreements to be $5,578,384 or $5.31 per share. The fair value was determined using the probability of a successful Business Combination of 95%, a volatility of 17.0%, a discount for lack or marketability of 5.0%, and the value per shares as of the valuation date of $5.89 derived from an option pricing model for publicly traded warrants. Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest in such Founder Shares. The excess of the fair value of such Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these Non-Redeeming Stockholders not to redeem the Non-Redeemed Shares, with a corresponding charge to additional paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.

Warrants

Warrants	6 Months Ended
Warrants	Jun. 30, 2023
Warrants [Abstract]
Warrants	Note 7 - Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the IPO and (b) 30 days after the completion of a Business Combination. 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 Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement, under the Securities Act, registering the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. 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 a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants for cash. Once the warrants become exercisable, the Company may call the warrants for redemption: ● 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 to each warrant holder; and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a 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, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

Stockholders_ Deficit

Stockholders’ Deficit	6 Months Ended
Stockholders’ Deficit	Jun. 30, 2023
Stockholders’ Equity (Deficit) [Abstract]
Stockholders’ Deficit	Note 8 - Stockholders’ Deficit Preferred Stock - no Class A Common Stock no Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2023
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 9 - Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1 - defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Investments Held in Trust Account At June 30, 2023, assets held in the Trust Account were comprised of approximately $46.2 million in cash held by Trust Account. As of December 31, 2022, the investments in the Trust Account consisted of approximately $354.6 million, primarily in money market funds. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. Fair Value Measurements The following table presents fair value information as of June 30, 2023 and December 31, 2022, of the Company’s financial assets and liabilities, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Total Level 1 Level 2 Level 3 June 30, 2023 Liabilities Public warrant liability $ 1,050,000 — $ 1,050,000 $ — Private placement warrant liability 900,000 — 900,000 — $ 1,950,000 $ — $ 1,950,000 $ — Total Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account – U.S. Money Market $ 354,613,132 $ 354,613,132 $ — $ — Liabilities Public warrant liability $ 2,338,000 $ 2,338,000 $ — $ — Private placement warrant liability 2,004,000 — 2,004,000 — $ 4,342,000 $ 2,338,000 $ 2,004,000 $ — The warrants were accounted for as liabilities in accordance with ASC Topic 815-40 and are presented within warrant liabilities in the accompanying June 30, 2023 and December 31, 2022 condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the unaudited condensed consolidated statements of operations. In March 2021, the Public Warrants began trading on the New York Stock Exchange and the Public Warrants were reclassified as Level 1 due to the use of an observable market price of these warrants. The Public Warrants were previously classified as Level 3 due to the lack of an observable market price for the warrants and initially valued using the Black-Scholes Option Pricing Model. Public Warrants were transferred to a Level 2 due to the lack of an active market as of September 30, 2022. As of December 31, 2022, the Public Warrants were transferred from Level 2 to Level 1 due to the active market. At June 30, 2023, the Public Warrants transferred from Level 1 measurement to Level 2 due to the lack of an active market. The Private Placement Warrants were initially valued using the Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s shares of common stock. The expected volatility as of the IPO date was derived from observable Public Warrant pricing on comparable “blank-check” companies without an identified target. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market under the ticker “FRXBW.” As of June 30, 2023, the Private Placement Warrants were valued using a Level 2 input due to a make-whole provision that results in the Private Placement Warrants having substantially the same terms as the Public Warrants, and thus the value of the Public Warrants is used. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement during the three and six months ended June 30, 2023 was $1,050,000.

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheets date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
Accounting Policies, by Policy (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2022 and filed with the SEC on March 29, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any future period.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, which were formed on November 15, 2022. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company Status	Emerging Growth Company Status 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the accompanying unaudited condensed consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated 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 consolidated financial statements is the determination of the 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 June 30, 2023 and December 31, 2022.
Cash and investments Held in the Trust Account	Cash and investments Held in the Trust Account At June 30, 2023, the assets held in the Trust Account were cash. At December 31, 2022, the assets held in the Trust Account were money market funds. The money market funds are presented on the condensed consolidated balance sheets at fair value at the end of the reporting periods. Gains and losses resulting from the change in fair value of the money market funds are included in interest earned on the Trust Account in the accompanying unaudited condensed consolidated statements of operations.
Concentration of Credit Risk	Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 4,474,604 and 35,000,000 shares of Class A common stock subject to possible redemption, respectively, were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Income per Share of Common Stock	Net Income per Share of Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. This presentation assumes a Business Combination as the most likely outcome. The 13,000,000 shares of common stock underlying the outstanding warrants of the Company were excluded from diluted earnings per share for the three and six months ended June 30, 2023 and 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Three Months Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 254,764 $ 498,187 $ 2,797,024 $ 699,256 Denominator: Weighted-average shares outstanding 4,474,604 8,750,000 35,000,000 8,750,000 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.08 $ 0.08 For the Six Months Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,156,040 $ 2,521,018 $ 4,640,904 $ 1,160,226 Denominator: Weighted-average shares outstanding 14,424,871 8,750,000 35,000,000 8,750,000 Basic and diluted net income per share $ 0.29 $ 0.29 $ 0.13 $ 0.13
Offering Costs	Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A- “Expense of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as other income in the unaudited condensed consolidated statements of operations. Offering costs associated with the shares of Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the IPO. The Company classifies deferred underwriting commissions as noncurrent liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering costs amounting to $19,691,331 (consisting of $7,000,000 in underwriting commissions, $12,250,000 of deferred underwriters’ fee and $441,331 of other offering costs) were incurred, of which $754,694 was allocated to warrants and expensed and $18,936,637 was charged to temporary equity.
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The Company accounts for its warrants in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using the Black-Scholes Option Pricing Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except the warrant liabilities (see Note 9).
Income Taxes	I ncome Taxes ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company 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 consolidated 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 June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 9.4% and 0.4% for the three months ended June 30, 2023 and 2022, respectively, and 8.8% and 0.3% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Inflation Reduction Act of 2022	Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders 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. The IR Act applies only to repurchases that occur after December 31, 2022. 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. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective beginning on January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations and cash flows. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	6 Months Ended
Significant Accounting Policies (Tables)	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of Basic and Diluted Net Income Per Share for Each Class of Common Stock	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Three Months Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 254,764 $ 498,187 $ 2,797,024 $ 699,256 Denominator: Weighted-average shares outstanding 4,474,604 8,750,000 35,000,000 8,750,000 Basic and diluted net income per share $ 0.06 $ 0.06 $ 0.08 $ 0.08 For the Six Months Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,156,040 $ 2,521,018 $ 4,640,904 $ 1,160,226 Denominator: Weighted-average shares outstanding 14,424,871 8,750,000 35,000,000 8,750,000 Basic and diluted net income per share $ 0.29 $ 0.29 $ 0.13 $ 0.13

Initial Public Offering (Tables

Initial Public Offering (Tables)	6 Months Ended
Initial Public Offering (Tables)	Jun. 30, 2023
Initial Public Offering [Abstract]
Schedule of Common Stock Subject To Possible Redemption Reflected On the Condensed Consolidated Balance Sheets	As of June 30, 2023 and December 31, 2022, the common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled in the following table: Gross proceeds from IPO $ 350,000,000 Less: Proceeds allocated to Public Warrants (13,431,557 ) Common stock issuance costs (18,936,637 ) Plus: Accretion of carrying value to redemption value 36,184,829 Common stock subject to possible redemption as of December 31, 2022 $ 353,816,635 Less: Redemption (310,016,699 ) Plus: Accretion of carrying value to redemption value 2,141,357 Common stock subject to possible redemption as of March 31, 2023 $ 45,941,293 Plus: Accretion of carrying value to redemption value 233,230 Common stock subject to possible redemption as of June 30, 2023 $ 46,174,523

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2023
Fair Value Measurements [Abstract]
Schedule of Financial Assets and Liabilities and Indicates the Fair Value Hierarchy of the Valuation Inputs	The following table presents fair value information as of June 30, 2023 and December 31, 2022, of the Company’s financial assets and liabilities, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Total Level 1 Level 2 Level 3 June 30, 2023 Liabilities Public warrant liability $ 1,050,000 — $ 1,050,000 $ — Private placement warrant liability 900,000 — 900,000 — $ 1,950,000 $ — $ 1,950,000 $ — Total Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account – U.S. Money Market $ 354,613,132 $ 354,613,132 $ — $ — Liabilities Public warrant liability $ 2,338,000 $ 2,338,000 $ — $ — Private placement warrant liability 2,004,000 — 2,004,000 — $ 4,342,000 $ 2,338,000 $ 2,004,000 $ —

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)		6 Months Ended
Organization and Business Operations (Details) - USD ($)	Mar. 12, 2021	Jun. 30, 2023	Jun. 15, 2023	May 11, 2023	Mar. 03, 2023	Dec. 31, 2022
Organization and Business Operations (Details) [Line Items]
Gross proceeds	$ 350,000,000
Redemption price (in Dollars per share)					$ 10.16
Transaction costs		$ 19,691,331
Underwriting discount		7,000,000
Deferred underwriters’ fee		12,250,000
Other offering costs		441,331
Aggregate redemption					$ 310,016,699
Preferred stock redemption discount		$ 45,444,192
Trust account, percentage		80%
Ownership percentage		50%
Public per share (in Dollars per share)		$ 10
Public shares percentage		15%
Business combination redeem percentage		100%
Business transaction agreement, description		In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to 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 nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Working capital		$ 105,749
Working capital deficit		361,000
Withdrawn from the funds		311,620,965
Trust account value		105,749
Promissory note					$ 500,000
Company drew amount			$ 150,000	$ 150,000
Note drawn		300,000
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Sale of units	$ 350,000,000
Stock price (in Dollars per share)	$ 10
Holding share of common stock (in Shares)	4,500,000
Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Gross proceeds		$ 9,000,000
Aggregate warrant (in Shares)		6,000,000
Class A Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Common stock par value (in Dollars per share)		$ 0.0001				$ 0.0001
Share price per share (in Dollars per share)	$ 11.5
Offering price (in Dollars per share)	$ 10
Redemption price (in Dollars per share)		1.5
Holding share of common stock (in Shares)					30,525,396
Outstanding redemption (in Shares)					4,474,604
Class A Common Stock [Member] \| IPO [Member]
Organization and Business Operations (Details) [Line Items]
Number of shares (in Shares)	35,000,000
Class A Common Stock [Member] \| Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Number of shares (in Shares)	4,500,000
Common stock par value (in Dollars per share)	$ 0.0001
Class A Common Stock [Member] \| Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Redemption price (in Dollars per share)		$ 11.5
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Net tangible assets		$ 5,000,001

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
Significant Accounting Policies (Details) - USD ($)	Mar. 03, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Aug. 16, 2022
Significant Accounting Policies (Details) [Line Items]
Federal depository insurance amount (in Dollars)		$ 250,000		$ 250,000
Stock subject to possible redemption (in Shares)				4,474,604
Common stock outstanding warrants (in Shares)		13,000,000	13,000,000	13,000,000	13,000,000
Transaction costs (in Dollars)		$ 19,691,331		$ 19,691,331
Underwriting commissions (in Dollars)				7,000,000
Deferred underwriters’ fee (in Dollars)				12,250,000
Other offering costs (in Dollars)		$ 441,331		441,331
Allocated to warrant (in Dollars)				754,694
Charged temporary equity (in Dollars)				$ 18,936,637
Effective tax rate		9.40%	0.40%	8.80%	0.30%
Statutory tax rate		21%	21%	21%	21%
Federal excise tax							1%
Excise tax				1%
Stockholders redeemed shares (in Shares)	4,474,604
Total amount (in Dollars)	$ 310,016,699
Class A Common Stock [Member]
Significant Accounting Policies (Details) [Line Items]
Stock subject to possible redemption (in Shares)						35,000,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share for Each Class of Common Stock - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A [Member]
Numerator:
Allocation of net income	$ 254,764	$ 2,797,024	$ 4,156,040	$ 4,640,904
Denominator:
Weighted-average shares outstanding	4,474,604	35,000,000	14,424,871	35,000,000
Basic net income per share	$ 0.06	$ 0.08	$ 0.29	$ 0.13
Class B [Member]
Numerator:
Allocation of net income	$ 498,187	$ 699,256	$ 2,521,018	$ 1,160,226
Denominator:
Weighted-average shares outstanding	8,750,000	8,750,000	8,750,000	8,750,000
Basic net income per share	$ 0.06	$ 0.08	$ 0.29	$ 0.13

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share for Each Class of Common Stock (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share for Each Class of Common Stock (Parentheticals) [Line Items]
Diluted net income per share	$ 0.06	$ 0.08	$ 0.29	$ 0.13
Class B [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share for Each Class of Common Stock (Parentheticals) [Line Items]
Diluted net income per share	$ 0.06	$ 0.08	$ 0.29	$ 0.13

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Mar. 12, 2021	Mar. 03, 2023
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of unit (in Shares)	35,000,000
Price per unit	$ 10
Issuance of units (in Shares)	4,500,000
Underwriting discount (in Dollars)	$ 7,000,000
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Issuance of units (in Shares)		30,525,396
Common stock par value	$ 0.0001
Stock price	$ 11.5

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of Common Stock Subject To Possible Redemption Reflected On the Condensed Consolidated Balance Sheets - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Schedule of common stock subject to possible redemption reflected on the condensed balance sheets[Abstract]
Gross proceeds from IPO			$ 350,000,000
Less:
Proceeds allocated to Public Warrants			(13,431,557)
Common stock issuance costs			(18,936,637)
Plus:
Accretion of carrying value to redemption value	$ 233,230	$ 2,141,357	36,184,829
Common stock subject to possible redemption	$ 46,174,523	45,941,293	$ 353,816,635
Less:
Redemption		$ (310,016,699)

Private Placement (Details)

Private Placement (Details) - Private Placement Warrants [Member]	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Purchase aggregate amount (in Shares) \| shares	6,000,000
Price per unit	$ 1.5
Aggregate purchase price (in Dollars) \| $	$ 9,000,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Common stock price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Mar. 03, 2023

Mar. 12, 2021

Dec. 23, 2020

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Dec. 31, 2022

Feb. 13, 2023

Dec. 31, 2021

Mar. 09, 2021

Feb. 17, 2021

Related Party Transactions (Details) [Line Items]

Fair value shares (in Shares)

360,000

Allocate amount

$ 1,911,600

Payment of costs related to the IPO

300,000

Borrowings outstanding under the promissory note

$ 109,392

Sponsor fee

10,000

Administrative fees

$ 30,000

60,000

$ 60,000

Administrative service fee

Working capital loans

$ 1,500,000

Exercise price (in Dollars per share)

$ 1.5

Working capital loans outstanding

$ 0

Sponsor amount

$ 500,000

Note drawn

$ 300,000

Sponsor [Member]

Related Party Transactions (Details) [Line Items]

Founder shares issued (in Shares)

360,000

Price per share (in Dollars per share)

$ 5.31

Founder Shares [Member]

Related Party Transactions (Details) [Line Items]

Sponsor paid amount

$ 25,000

Shares of common stock (in Shares)

5,750,000

Aggregate shares subject to forfeiture (in Shares)

1,143,750

Founder Shares [Member] | Over-Allotment Option [Member]

Related Party Transactions (Details) [Line Items]

Founder shares no longer subject to forfeiture (in Shares)

1,125,000

Shares forfeited (in Shares)

18,750

Founder Shares [Member] | Class B Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Common stock, shares issued (in Shares)

8,768,750

8,625,000

Common stock, shares outstanding (in Shares)

8,750,000

8,768,750

8,625,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		6 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 12, 2021	Jun. 30, 2023
Commitments and Contingencies (Details) [Line Items]
Outstanding fee percentage		15%
Underwriting agreement, description		In addition, $0.35 per unit, or approximately $12,250,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Aggregate fees (in Dollars)		$ 2,200,000
Founder shares (in Shares)		1,050,000
Non-redemption agreement amount (in Dollars)		$ 5,578,384
Non-redemption agreement per share (in Dollars per share)		$ 5.31
Probability percentage		95%
Volatility rate		17%
Marketability percentage		5%
Derived value per share (in Dollars per share)		$ 5.89
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting fee rate	2%
Gross proceeds (in Dollars)	$ 7,000,000
Sponsor [Member]
Commitments and Contingencies (Details) [Line Items]
Founder shares (in Shares)		1,050,000

Warrants (Details)

Warrants (Details)	6 Months Ended
Warrants (Details)	Jun. 30, 2023 $ / shares
Warrants (Details) [Line Items]
Higher of the market value and the newly issued price	180%
Warrants [Member]
Warrants (Details) [Line Items]
Warrant price	$ 0.01
Common stock equals or exceeds per share	18
Business combination market value price per shares	$ 9.2
Higher of the market value and the newly issued price	115%
Redemption trigger price per share	$ 18
Business Combination [Member] \| Warrants [Member]
Warrants (Details) [Line Items]
Total equity proceeds percentage	60%
Business Combination [Member] \| Class A Common Stock [Member] \| Warrants [Member]
Warrants (Details) [Line Items]
Business combination at an issue price or effective issue price	$ 9.2

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	6 Months Ended
Stockholders’ Deficit (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, share outstanding
Preferred stock, share issued
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued
Common stock, shares outstanding
Common stock subject to possible redemption	4,474,604	35,000,000
Common stock conversion percentage	20%
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	8,750,000	8,750,000
Common stock, shares outstanding	8,750,000	8,750,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended	6 Months Ended
Fair Value Measurements (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements [Abstract]
Cash held by trust account	$ 46,200,000	$ 46,200,000
Investments held in trust account			$ 354,600,000
Fair value measurement	$ 1,050,000	$ 1,050,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities and Indicates the Fair Value Hierarchy of the Valuation Inputs - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Liabilities
Total Warrant Liability	$ 1,950,000	$ 4,342,000
Assets
Investments held in Trust Account – U.S. Money Market		354,613,132
Public Warrant Liability [Member]
Liabilities
Total Warrant Liability	1,050,000	2,338,000
Private Placement Warrant Liability [Member]
Liabilities
Total Warrant Liability	900,000	2,004,000
Level 1 [Member]
Liabilities
Total Warrant Liability		2,338,000
Assets
Investments held in Trust Account – U.S. Money Market		354,613,132
Level 1 [Member] \| Public Warrant Liability [Member]
Liabilities
Total Warrant Liability		2,338,000
Level 1 [Member] \| Private Placement Warrant Liability [Member]
Liabilities
Total Warrant Liability
Level 2 [Member]
Liabilities
Total Warrant Liability	1,950,000	2,004,000
Assets
Investments held in Trust Account – U.S. Money Market
Level 2 [Member] \| Public Warrant Liability [Member]
Liabilities
Total Warrant Liability	1,050,000
Level 2 [Member] \| Private Placement Warrant Liability [Member]
Liabilities
Total Warrant Liability	900,000	2,004,000
Level 3 [Member]
Liabilities
Total Warrant Liability
Assets
Investments held in Trust Account – U.S. Money Market
Level 3 [Member] \| Public Warrant Liability [Member]
Liabilities
Total Warrant Liability
Level 3 [Member] \| Private Placement Warrant Liability [Member]
Liabilities
Total Warrant Liability