Khosla Ventures Acquisition (KVSA) 10-Q14 Aug 232023 Q2 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2023	Aug. 14, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Registrant Name	Khosla Ventures Acquisition Co.
Entity Central Index Key	0001841873
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Trading Symbol	KVSA
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Interactive Data Current	Yes
Entity Address, State or Province	CA
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40131
Entity Tax Identification Number	85-1488707
Entity Address, Address Line One	2128 Sand Hill Road
Entity Address, City or Town	Menlo Park
Entity Address, Postal Zip Code	94025
City Area Code	650
Local Phone Number	376-8500
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,919,456
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000
Common Class K [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 226,460	$ 0
Restricted Cash	2,175,249	0
Prepaid expenses	326,014	113,285
Total current assets	2,727,723	113,285
Marketable securities held in Trust Account	9,877,547	350,073,997
Total Assets	12,605,270	350,187,282
Current liabilities:
Accounts payable	1,003,557	59,932
Professional legal fees payable	1,808,997	0
Due to related party	2,591,195	1,158,549
Accrued expenses	3,225	998,599
Income tax payable	762,188	645,963
Franchise tax payable	100,000	394,071
Legal fee accrual	2,256,472	3,415,713
Total current liabilities	$ 8,525,634	$ 6,672,827
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Deferred underwriting fees payable	$ 1,207,500	$ 1,207,500
Total liabilities	9,733,134	7,880,327
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 929,456 and 34,500,000 shares at redemption value at June 30, 2023 and December 31, 2022, respectively	9,877,547	350,073,997
Stockholders' deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(7,006,010)	(7,767,641)
Total stockholders' deficit	(7,005,411)	(7,767,042)
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders' Deficit	12,605,270	350,187,282
Common Class A [Member]
Stockholders' deficit
Common Stock, Value	99	99
Common Class B [Member]
Stockholders' deficit
Common Stock, Value	$ 500	$ 500

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Jun. 12, 2023	Dec. 31, 2022
Common stock subject to possible redemption	929,456		34,500,000
Preferred Stock Par Value Per Share	$ 0.0001		$ 0.0001
Preferred Stock Shares Authorized	1,000,000		1,000,000
Preferred Stock Shares Issued	0		0
Preferred Stock Shares Outstanding	0		0
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 10.237	$ 0.0001
Common stock subject to possible redemption	929,456		34,500,000
Common Stock Par Value Per Share	$ 0.0001		$ 0.0001
Common Stock Shares Authorized	200,000,000		200,000,000
Common Stock Shares Issued	990,000		990,000
Common Stock Shares Outstanding	990,000		990,000
Common Class B [Member]
Common Stock Par Value Per Share	$ 0.0001		$ 0.0001
Common Stock Shares Authorized	30,000,000		30,000,000
Common Stock Shares Issued	5,000,000		5,000,000
Common Stock Shares Outstanding	5,000,000		5,000,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
Condensed Statements of Operations - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
General and administrative expenses	$ 425,210	$ 344,160	$ 1,197,393	$ 715,355
Franchise tax expenses	50,000	50,000	100,000	100,000
Loss from operations	(475,210)	(394,160)	(1,297,393)	(815,355)
Change in fair value of derivative liabilities	0	0	0	150,000
Gain on marketable securities (net), dividends and interest, held in Trust Account	3,271,429	490,019	7,014,475	518,177
Income (loss) before income tax expense	2,796,219	95,859	5,717,082	(147,178)
Income tax expense	698,685	49,393	1,474,225	49,393
Net income (loss)	$ 2,097,534	$ 46,466	$ 4,242,857	$ (196,571)
Common Class A [Member] \| Non Redeemable Common Stock [Member]
Weighted average shares outstanding, basic	990,000	990,000	990,000	990,000
Weighted average shares outstanding, diluted	990,000	990,000	990,000	990,000
Basic net income (loss) per share	$ (0.04)	$ (0.01)	$ (0.07)	$ (0.02)
Diluted net income (loss) per share	$ (0.04)	$ (0.01)	$ (0.07)	$ (0.02)
Common Class A [Member] \| Common Stock Subject To Possible Redemption [Member]
Net income (loss)	$ 2,307,554	$ 112,084	$ 4,691,972	$ (90,833)
Weighted average shares outstanding, basic	27,490,766	34,500,000	30,976,020	34,500,000
Weighted average shares outstanding, diluted	27,490,766	34,500,000	30,976,020	34,500,000
Basic net income (loss) per share	$ 0.08	$ 0	$ 0.15	$ 0
Diluted net income (loss) per share	$ 0.08	$ 0	$ 0.15	$ 0
Common Class B [Member] \| Non Redeemable Common Stock [Member]
Weighted average shares outstanding, basic	5,000,000	5,000,000	5,000,000	5,000,000
Weighted average shares outstanding, diluted	5,000,000	5,000,000	5,000,000	5,000,000
Basic net income (loss) per share	$ (0.04)	$ (0.01)	$ (0.07)	$ (0.02)
Diluted net income (loss) per share	$ (0.04)	$ (0.01)	$ (0.07)	$ (0.02)

Condensed Statements of Changes

Condensed Statements of Changes In Common Stock Subject to Possible Redemption and Stockholders' Deficit - USD ($)	Total	Common Class A [Member]	Temporary Equity [Member] Common Class A [Member]	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Beginning Balance at Dec. 31, 2021	$ (15,451,199)		$ 345,017,029	$ 99	$ 500		$ (15,451,798)
Beginning Balance (in shares) at Dec. 31, 2021			34,500,000	990,000	5,000,000
Accretion of Class A common stock to redemption value	(28,158)		$ 28,158			0	(28,158)
Net income (loss)	(243,037)						(243,037)
Ending Balance at Mar. 31, 2022	(15,722,394)		$ 345,045,187	$ 99	$ 500	0	(15,722,993)
Ending Balance (in shares) at Mar. 31, 2022			34,500,000	990,000	5,000,000
Beginning Balance at Dec. 31, 2021	(15,451,199)		$ 345,017,029	$ 99	$ 500		(15,451,798)
Beginning Balance (in shares) at Dec. 31, 2021			34,500,000	990,000	5,000,000
Accretion of Class A common stock to redemption value		$ (518,177)
Net income (loss)	(196,571)			$ (17,476)	$ (88,262)
Ending Balance at Jun. 30, 2022	(16,165,947)		$ 345,535,206	$ 99	$ 500		(16,166,546)
Ending Balance (in shares) at Jun. 30, 2022			34,500,000	990,000	5,000,000
Beginning Balance at Mar. 31, 2022	(15,722,394)		$ 345,045,187	$ 99	$ 500	0	(15,722,993)
Beginning Balance (in shares) at Mar. 31, 2022			34,500,000	990,000	5,000,000
Accretion of Class A common stock to redemption value	(490,019)	(490,019)	$ 490,019			0	(490,019)
Net income (loss)	46,466			$ (10,845)	$ (54,773)		46,466
Ending Balance at Jun. 30, 2022	(16,165,947)		$ 345,535,206	$ 99	$ 500		(16,166,546)
Ending Balance (in shares) at Jun. 30, 2022			34,500,000	990,000	5,000,000
Beginning Balance at Dec. 31, 2022	(7,767,042)		$ 350,073,997	$ 99	$ 500		(7,767,641)
Beginning Balance (in shares) at Dec. 31, 2022			34,500,000	990,000	5,000,000
Accretion of Class A common stock to redemption value	(3,743,046)		$ 3,743,046			0	(3,743,046)
Net income (loss)	2,145,323						2,145,323
Ending Balance at Mar. 31, 2023	(9,364,765)		$ 353,817,043	$ 99	$ 500	0	(9,365,364)
Ending Balance (in shares) at Mar. 31, 2023			34,500,000	990,000	5,000,000
Beginning Balance at Dec. 31, 2022	(7,767,042)		$ 350,073,997	$ 99	$ 500		(7,767,641)
Beginning Balance (in shares) at Dec. 31, 2022			34,500,000	990,000	5,000,000
Accretion of Class A common stock to redemption value		(7,014,475)
Net income (loss)	4,242,857			$ (74,228)	$ (374,887)
Ending Balance at Jun. 30, 2023	(7,005,411)		$ 9,877,547	$ 99	$ 500		(7,006,010)
Ending Balance (in shares) at Jun. 30, 2023			929,456	990,000	5,000,000
Beginning Balance at Mar. 31, 2023	(9,364,765)		$ 353,817,043	$ 99	$ 500	0	(9,365,364)
Beginning Balance (in shares) at Mar. 31, 2023			34,500,000	990,000	5,000,000
Accretion of Class A common stock to redemption value	(3,271,429)	$ (3,271,429)	$ 3,271,429			0	(3,271,429)
Redemption of Class A common stock			(343,677,676)
Reduction to redemption value for estimated tax payment due from redemptions	3,533,249		$ (3,533,249)				3,533,249
Redemption of Class A common stock, Shares			(33,570,544)
Net income (loss)	2,097,534			$ (34,711)	$ (175,309)		2,097,534
Ending Balance at Jun. 30, 2023	$ (7,005,411)		$ 9,877,547	$ 99	$ 500		$ (7,006,010)
Ending Balance (in shares) at Jun. 30, 2023			929,456	990,000	5,000,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	6 Months Ended
Statements of Cash Flows - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities
Net income (loss)	$ 4,242,857	$ (196,571)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Dividends and interest, held in Trust Account	0	(518,177)
Change in fair value of derivative liabilities	0	(150,000)
Changes in operating assets and liabilities:
Prepaid expenses	(212,729)	297,974
Accounts payable and accrued expenses (including franchise tax payable and income tax payable)	1,579,402	63,882
Professional legal fees payable	(1,159,241)	0
Net cash provided by (used in) operating activities	4,450,289	(502,892)
Cash Flows from Investing Activities
Investment of Marketable securities held in Trust Account	(7,014,475)	0
Trust Account withdrawal-redemption	343,677,676	0
Trust Account withdrawal-tax payment	3,533,249	0
Net cash provided by investing activities	340,196,450	0
Cash Flows from Financing Activities
Advances from related party	1,432,646	410,014
Redemption of Class A common stock	(343,677,676)	0
Net cash (used in) provided by financing activities	(342,245,030)	410,014
Net increase (decrease) in cash and restricted cash	2,401,709	(92,878)
Cash and restricted cash - beginning of period	0	202,245
Cash and restricted cash- end of period	2,401,709	109,367
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net of refunds	1,358,000	0
Supplemental disclosure of noncash investing and financing activities:
Accretion of Class A common stock to redemption value	$ 7,014,475	$ 518,177

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Going Concern	Note 1—Description of Organization, Business Operations and Going Concern Khosla Ventures Acquisition Co. (the “Company”) is a blank check company formed as a Delaware corporation on January 15, 2021. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, its initial public offering (the “IPO”), and the Company’s search for a target to consummate a Business Combination, which are all described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Khosla Ventures SPAC Sponsor LLC (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources. On March 8, 2021, the Company consummated its IPO of 30,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (each, a “Public Share”), excluding additional Public Shares sold pursuant to the full exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. The Public Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $300,000,000. On March 8, 2021, the Company’s underwriters exercised in full their option to purchase additional Public Shares in connection with the IPO. The underwriters exercised their option to purchase an additional 4,500,000 Public Shares from the Company at a price of $10.00 per share less the underwriting fees payable. In total, the Company sold 34,500,000 Public Shares in connection with its IPO for gross proceeds of $345,000,000. The underwriters designate March 8, 2021 as the settlement date for such additional Public Shares pursuant to the Underwriting Agreement. Simultaneously with the closing of the IPO, the Company completed the private sale of 990,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Shares, to the Sponsor, generating aggregate gross proceeds to the Company of $9,900,000. Following the closing of the IPO on March 8, 2021, and the full exercise of the underwriters’ overallotment option on March 8, 2021, an amount of $345,000,000 ($10.00 per Public Share) of the proceeds from the IPO, including $12,075,000 of the underwriting fees payable was placed in a U.S.- based Trust Account at Goldman Sachs, maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee (“Trust Account”). Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the Trust Account, the proceeds from the IPO, including proceeds from the sale of Private Placement Shares and forward purchase shares, which are held in the Trust Account will not be released until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 27 months from the closing of the IPO or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial 27 On September 21, 2022, the Company received an executed deferred underwriting fees waiver letter from Goldman Sachs & Co. LLC, informing the Company of its decision to waive any entitlement it may have to its deferred underwriting fees payable held in the Trust Account in respect of any Business Combination. The waiver does not cover deferred underwriting fees payable to Piper Sandler & Co. (representing 10% of the total deferred underwriting fees payable). The Company’s management has broad discretion with respect to the specific application of the net proceeds of its IPO and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial business combination must be 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 (excluding the deferred underwriting fees payable and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the 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 is not required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the IPO, management has agreed that an amount equal to at least $ 10.00 18 2a-7 The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting fees payable the Company will pay to the underwriters. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation, which was adopted by the Company upon the consummation of the IPO (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this IPO (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the IPO in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s 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 Class A common stock sold in the IPO, without the prior consent of the Company. On February 10, 2023, the Company entered into a non-binding On June 6, 2023, a special meeting of stockholders was held, as a result of which the Company and Continental Stock Transfer & Trust Company entered into Amendment No. 1 (the IMTA Amendment”) to the Investment Management Trust Agreement, dated as of March 8, 2021 (the “IMTA”). The IMTA Amendment extended the date by which the Company must complete a business combination to December 8, 2023 from June 8, 2023. If the Company is unable to complete the potential initial business combination by December 8, 2023 (33 months from the closing of the IPO) (the “Combination Period”), and the stockholders have not amended the certificate of incorporation to extend such period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. On June 12, 2023, 33,570,544 shares of Class A common stock were exercised by stockholders for their right to redeem at approximately $10.237 per share. Accordingly, as of June 30, 2023, 929,456 shares of Class A common stock subject to possible redemption were outstanding. The holders of the Founder Shares (the “Initial Stockholders”) have agreed not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders’ have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting fees payable held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 Going Concern and Liquidity As of June 30, 2023, the Company had $2,401,709 in its operating bank account, out of which $2,175,249 is classified as restricted cash for estimated income and franchise tax payments due to redemptions of the Class A common stock. 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, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties Global economic conditions have been worsening, and volatility in, the credit and financial markets and rising inflation and interest rate in the U.S. If these conditions persist and deepen, the Company could experience an inability to access additional capital, or our liquidity could otherwise be impacted. Management continues to evaluate the impact related to rising interest rates and current market condition and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance 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 S-X The interim results for the period ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash, Cash Equivalents and Restricted Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $2,401,709 total in cash but no cash equivalents as of June 30, 2023. Out of the total cash balance, $2,175,249 is classified as restricted cash as those funds were withdrawn from the Trust Account for estimated income and franchise tax payments. Withdrawals from the Trust Account are legally restricted for the redemption of common stock, payment of taxes, and payment of expenses in connection with liquidation. This restricted cash is not available to the Company for working capital purposes. The Company had no cash or cash equivalents as of December 31, 2022. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed balance sheets that total to the amounts shown on the condensed statements of cash flows. June 30, 2023 December 31, 2022 Cash and cash equivalents $ 226,460 $ — Restricted cash — — Restricted cash for income and franchise tax payments 2,175,249 — Total cash and cash equivalents and restricted cash $ 2,401,709 $ — Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statements of operations. The fair value for trading securities is determined using quoted market prices in active markets. 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. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480-10-S99 paid-in paid-in Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage. As of June 30, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets. The fair value hierarchy is categorized into three levels based on the inputs as follows: • Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the Company’s financial assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture. Class K common stock will convert into Class A common stock after the initial Business Combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial Business Combination, including three equal triggering events based on the Company’s stock trading at $30.00, $40.00 and $50.00 per share following the first anniversary of the closing of the initial Business Combination and also upon specified strategic transactions. The Company has not considered the effect of the Class K common stock in the calculation of diluted net income (loss) per share since the conversion of Class K common stock into Class A common stock is contingent upon the occurrence of future events. Class B Founder Shares and Private Placement Shares are included in the calculation of non-redeemable The Company’s statements of operations include a presentation of loss per share for shares of common stock subject to possible redemption in a manner similar to the two-class 480-10-S99-3A, A reconciliation of net income (loss) per common stock is as follows: For The Six For The Six Net income (loss) $ 4,242,857 $ (196,571 ) Accretion of temporary equity in excess of fair value (7,014,475 ) (518,177 ) Net income (loss) including accretion of temporary equity in excess of fair value $ (2,771,618 ) $ (714,748 ) For The Six Months Ended June 30, 2023 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (2,322,503 ) $ (74,228 ) $ (374,887 ) Deemed dividend for accretion of temporary equity in excess of fair value 7,014,475 — — Allocation of net income (loss) and deemed dividend $ 4,691,972 $ (74,228 ) $ (374,887 ) Denominator Weighted average shares outstanding, basic and diluted 30,976,020 990,000 5,000,000 Basic and diluted net income (loss) per share $ 0.15 $ (0.07 ) $ (0.07 ) For The Six Months Ended June 30, 2022 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (609.010 ) $ (17,476 ) $ (88,262 ) Deemed dividend for accretion of temporary equity in excess of fair value 518,177 — — Allocation of net loss and deemed dividend $ (90,833 ) $ (17,476 ) $ (88,262 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ (0.00 ) $ (0.02 ) $ (0.02 ) For The Three For The Three Net income $ 2,097,534 $ 46,466 Accretion of temporary equity in excess of fair value (3,271,429 ) (490,019 ) Net loss including accretion of temporary equity in excess of fair value $ (1,173,895 ) $ (443,553 ) For The Three Months Ended June 30, 2023 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (963,875 ) $ (34,711 ) $ (175,309 ) Deemed dividend for accretion of temporary equity in excess of fair value 3,271,429 — — Allocation of net income (loss) and deemed dividend $ 2,307,554 $ (34,711 ) $ (175,309 ) Denominator Weighted average shares outstanding, basic and diluted 27,490,766 990,000 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ (0.04 ) $ (0.04 ) For The Three Months Ended June 30, 2022 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (377,935 ) $ (10,845 ) $ (54,773 ) Deemed dividend for accretion of temporary equity in excess of fair value 490,019 — — Allocation of net income (loss) and deemed dividend $ 112,084 $ (10,845 ) $ (54,773 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net income (loss) per share $ 0.00 $ (0.01 ) $ (0.01 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 3—Related Party Transactions Due to Related Party An affiliate of the Sponsor paid certain operating costs on behalf of the Company. These advances are due on demand and non-interest related part Founder Shares On January 19, 2021, the Sponsor acquired 10,000,000 Founder Shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,000,000 Class B Founder Shares (also known as “Class B common stock”) and 5,000,000 Class K Founder Shares (also known as “Class K common stock”). Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. On February 28, 2021, the Sponsor entered into a security assignment agreement with six of the Company’s independent directors and assigned 240,000 shares of Class B Founder Shares at an aggregate price of $600. Class B Founder Shares The Class B Founder Shares will automatically convert into shares of Class A common stock on the first business day following the completion of our initial Business Combination, at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Class B Founder Shares will equal, in the aggregate on an as-converted Class K Founder Shares The Class K Founder Shares will convert into shares of Class A common stock after the initial Business Combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial Business Combination, including three equal triggering events based on our stock trading at $30.00, $40.00 and $50.00 per share following the first anniversary of the closing of our initial Business Combination and also upon specified strategic transactions, in each case, as described in this prospectus. The Class K Founder Shares will be convertible into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares (including both Class B Founder Shares and Class K Founder Shares) will equal, in the aggregate on an as-converted The Company accounts for the Class K Founder Shares as equity linked instruments. Based on the guidance in ASC Topic 815, certain adjustments to the settlement amount of the Class K Founder Shares are based on a variable that is not an input to the fair value of a “fixed-for-fixed” 815-40 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. To date, the Company had no borrowings under the Working Capital Loans. Private Placement Shares Simultaneously with the closing of the IPO, the Sponsor has purchased 990,000 Class A common stock at a price of $10.00 per share in a private placement for an aggregate purchase price of $9,900,000. The Private Placement Shares are identical to the shares of Class A common stock shares sold in this offering, subject to certain limited exceptions. The Private Placement Shares holders do not have the option to redeem their Class A common stock and as a result, the proceeds received in connection with the IPO are excluded from temporary equity. The par value of these shares and related additional paid in capital are classified as permanent equity in the Company’s financial statements. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Forward Purchase Agreement The Company has entered into a forward-purchase agreement pursuant to which the Sponsor agreed to purchase an aggregate of up to 2,500,000 shares of our Class A common stock (the “forward-purchase shares”) for $10.00 per share, or an aggregate maximum amount of $25,000,000, in a private placement that would close simultaneously with the closing of the initial Business Combination. The proceeds from the sale of these forward- purchase shares, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by the Company in connection with the Business Combination, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-Business Combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, the sponsor (together with any permitted transferees under the forward-purchase agreement) may purchase less than 2,500,000 forward-purchase shares. The forward-purchase shares would be identical to the public shares being sold in this offering, except the forward-purchase shares would be subject to transfer restrictions and certain registration rights, as described herein. The Company performed an assessment in accordance with ASC Topic 480, and ASC Topic 815 to conclude whether the forward-purchase shares constitute a liability and a derivative such that it will be fair valued separately from the Company’s common stock. The Company concludes that the forward-purchase shares should be equity-classified and its embedded features should not be bifurcated.

Commitments & Contingencies

Commitments & Contingencies	6 Months Ended
Commitments & Contingencies	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 4 - Commitments & Contingencies Registration Rights The holders of the Founder Shares and Private Placement Shares are entitled to registration rights pursuant to the registration agreement signed prior to the consummation of the IPO. The holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statements to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 4,500,000 additional Public Shares at the IPO price, less the underwriting fees payable. On March 8, 2021, the Company’s underwriters exercised in full their option to purchase additional Public Shares in connection with the IPO. The underwriters exercised their option to purchase 4,500,000 Public Shares from the Company at a price of $10.00 per share less the underwriting fees payable. This transaction settled on March 8, 2021. On September 21, 2022, the Company received an executed deferred underwriting fees waiver letter from Goldman Sachs & Co. LLC, informing the Company of its decision to waive any entitlement it may have to its deferred underwriting fees payable held in the Trust Account in respect of any Business Combination. The waiver does not cover deferred underwriting fees payable to Piper Sandler & Co. (representing 10% of the total deferred underwriting fees payable).

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
Stockholders' Deficit	Jun. 30, 2023
Equity [Abstract]
Stockholders' Deficit	Note 5 - Stockholders’ Deficit Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock - The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 990,000 shares of Class A common stock issued and outstanding, excluding 929,456 and 34,500,000 shares of common stock subject to possible redemption at June 30, 2023 and December 31, 2022, respectively. Class B Common Stock - The Company is authorized to issue 30,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022 there were 5,000,000 shares of Class B common stock issued and outstanding. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 6 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 9,877,547 $ — $ — $ 9,877,547 Liabilities: Class K Founder Shares derivative liabilities $ — $ — $ — $ — The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 350,073,997 $ — $ — $ 350,073,997 Liabilities: Class K Founder Shares derivative liabilities $ — $ — $ — $ — Class K Founder Shares Derivative Liabilities Class K Founder Shares is accounted for as liabilities in accordance with ASC Topic 815 and presented as derivative liabilities on the accompanying June 30, 2023 and December 31, 2022 balance sheets. The derivative liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative liabilities in the statements of operations. In order to capture the market conditions associated with the Class K Founder Shares derivative liabilities, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations of future stock-price paths over the contractual life of the Class K Founder Shares. Based on assumptions regarding potential changes in control of the Company, and the probability distribution of outcomes, the payoff to the holder was determined based on the achievement of the various market thresholds within each simulated path. The present value of the payoff in each simulated trial is calculated, and the fair value of the liabilities is determined by taking the average of all present values. The Company and its valuation advisor evaluated the Class K Founder Shares as of June 30, 2023 and concluded that the liabilities related to the Class K Founder Shares is zero. The key inputs into the Monte-Carlo simulation model for the Class K Founder Shares derivative liabilities were as follows as of June 30, 2023. Input June 30, 2023 Risk-free interest rate 3.82 % Term to business combination 0.5 years Expected volatility de minimis Stock price $ 10.36 Dividend yield 0.00 % The key inputs into the Monte-Carlo simulation model for the Class K Founder Shares derivative liabilities were as follows as of December 31, 2022. Input December 31, 2022 Risk-free interest rate 3.90 % Term to business combination 0.6 years Expected volatility de minimis Stock price $ 9.98 Dividend yield 0.00 % As of June 30, 2023, the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, remains $0. In addition, there were no transfers to and from Levels 1, 2, and 3 for the three and six months ended June 30, 2023. The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, measured on a recurring basis, as of June 30, 2022: Class K Founder Shares Derivative Liabilities Fair value at January 1, 2022 $ 150,000 Change in fair value (150,000 ) Fair value as of March 31, 2022 $ — Change in fair value — Fair value as of June 30, 2022 $ — There were no transfers to and from Levels 1, 2, and 3 for the three and six months ended June 30, 2022.

Income Taxes

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 7—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation costs are generally considered start-up The Company recorded an income tax provision of $1,474,225 and $49,393 for the six months ended June 30, 2023 and 2022, respectively. The effective income tax rate were 25.79% and -33.56% for the six months ended June 30, 2023 and 2022, respectively. The 25.79% effective income tax rate differs from the federal statutory rate of 21% as a result of the movement of the valuation allowance against our U.S. state and federal net deferred tax assets. As of June 30, 2023 and December 31, 2022, the Company had $0 of U.S. federal and state net operating loss carryovers available to offset future taxable income, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of deferred tax assets and therefore established a full valuation allowance of $1,831,065 and $1,227,072 as of June 30, 2023, and 2022, respectively. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. No amounts were accrued for the payment of 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 is subject to income tax examinations by major taxing authorities since inception.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance 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 S-X The interim results for the period ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $2,401,709 total in cash but no cash equivalents as of June 30, 2023. Out of the total cash balance, $2,175,249 is classified as restricted cash as those funds were withdrawn from the Trust Account for estimated income and franchise tax payments. Withdrawals from the Trust Account are legally restricted for the redemption of common stock, payment of taxes, and payment of expenses in connection with liquidation. This restricted cash is not available to the Company for working capital purposes. The Company had no cash or cash equivalents as of December 31, 2022. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed balance sheets that total to the amounts shown on the condensed statements of cash flows. June 30, 2023 December 31, 2022 Cash and cash equivalents $ 226,460 $ — Restricted cash — — Restricted cash for income and franchise tax payments 2,175,249 — Total cash and cash equivalents and restricted cash $ 2,401,709 $ —
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statements of operations. The fair value for trading securities is determined using quoted market prices in active markets.
Common Stock Subject to Possible Redemption	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. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480-10-S99 paid-in paid-in
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage. As of June 30, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Derivative Financial Instruments	Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period.
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets. The fair value hierarchy is categorized into three levels based on the inputs as follows: • Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the Company’s financial assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 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 is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture. Class K common stock will convert into Class A common stock after the initial Business Combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial Business Combination, including three equal triggering events based on the Company’s stock trading at $30.00, $40.00 and $50.00 per share following the first anniversary of the closing of the initial Business Combination and also upon specified strategic transactions. The Company has not considered the effect of the Class K common stock in the calculation of diluted net income (loss) per share since the conversion of Class K common stock into Class A common stock is contingent upon the occurrence of future events. Class B Founder Shares and Private Placement Shares are included in the calculation of non-redeemable The Company’s statements of operations include a presentation of loss per share for shares of common stock subject to possible redemption in a manner similar to the two-class 480-10-S99-3A, A reconciliation of net income (loss) per common stock is as follows: For The Six For The Six Net income (loss) $ 4,242,857 $ (196,571 ) Accretion of temporary equity in excess of fair value (7,014,475 ) (518,177 ) Net income (loss) including accretion of temporary equity in excess of fair value $ (2,771,618 ) $ (714,748 ) For The Six Months Ended June 30, 2023 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (2,322,503 ) $ (74,228 ) $ (374,887 ) Deemed dividend for accretion of temporary equity in excess of fair value 7,014,475 — — Allocation of net income (loss) and deemed dividend $ 4,691,972 $ (74,228 ) $ (374,887 ) Denominator Weighted average shares outstanding, basic and diluted 30,976,020 990,000 5,000,000 Basic and diluted net income (loss) per share $ 0.15 $ (0.07 ) $ (0.07 ) For The Six Months Ended June 30, 2022 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (609.010 ) $ (17,476 ) $ (88,262 ) Deemed dividend for accretion of temporary equity in excess of fair value 518,177 — — Allocation of net loss and deemed dividend $ (90,833 ) $ (17,476 ) $ (88,262 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ (0.00 ) $ (0.02 ) $ (0.02 ) For The Three For The Three Net income $ 2,097,534 $ 46,466 Accretion of temporary equity in excess of fair value (3,271,429 ) (490,019 ) Net loss including accretion of temporary equity in excess of fair value $ (1,173,895 ) $ (443,553 ) For The Three Months Ended June 30, 2023 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (963,875 ) $ (34,711 ) $ (175,309 ) Deemed dividend for accretion of temporary equity in excess of fair value 3,271,429 — — Allocation of net income (loss) and deemed dividend $ 2,307,554 $ (34,711 ) $ (175,309 ) Denominator Weighted average shares outstanding, basic and diluted 27,490,766 990,000 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ (0.04 ) $ (0.04 ) For The Three Months Ended June 30, 2022 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (377,935 ) $ (10,845 ) $ (54,773 ) Deemed dividend for accretion of temporary equity in excess of fair value 490,019 — — Allocation of net income (loss) and deemed dividend $ 112,084 $ (10,845 ) $ (54,773 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net income (loss) per share $ 0.00 $ (0.01 ) $ (0.01 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
Summary of Significant Accounting Policies (Tables)	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of Cash, Cash Equivalents, and Restricted Cash	The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed balance sheets that total to the amounts shown on the condensed statements of cash flows. June 30, 2023 December 31, 2022 Cash and cash equivalents $ 226,460 $ — Restricted cash — — Restricted cash for income and franchise tax payments 2,175,249 — Total cash and cash equivalents and restricted cash $ 2,401,709 $ —
Schedule of Reconciliation of Net Loss Per Common Stock	A reconciliation of net income (loss) per common stock is as follows: For The Six For The Six Net income (loss) $ 4,242,857 $ (196,571 ) Accretion of temporary equity in excess of fair value (7,014,475 ) (518,177 ) Net income (loss) including accretion of temporary equity in excess of fair value $ (2,771,618 ) $ (714,748 ) For The Six Months Ended June 30, 2023 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (2,322,503 ) $ (74,228 ) $ (374,887 ) Deemed dividend for accretion of temporary equity in excess of fair value 7,014,475 — — Allocation of net income (loss) and deemed dividend $ 4,691,972 $ (74,228 ) $ (374,887 ) Denominator Weighted average shares outstanding, basic and diluted 30,976,020 990,000 5,000,000 Basic and diluted net income (loss) per share $ 0.15 $ (0.07 ) $ (0.07 ) For The Six Months Ended June 30, 2022 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (609.010 ) $ (17,476 ) $ (88,262 ) Deemed dividend for accretion of temporary equity in excess of fair value 518,177 — — Allocation of net loss and deemed dividend $ (90,833 ) $ (17,476 ) $ (88,262 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net loss per share $ (0.00 ) $ (0.02 ) $ (0.02 ) For The Three For The Three Net income $ 2,097,534 $ 46,466 Accretion of temporary equity in excess of fair value (3,271,429 ) (490,019 ) Net loss including accretion of temporary equity in excess of fair value $ (1,173,895 ) $ (443,553 ) For The Three Months Ended June 30, 2023 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (963,875 ) $ (34,711 ) $ (175,309 ) Deemed dividend for accretion of temporary equity in excess of fair value 3,271,429 — — Allocation of net income (loss) and deemed dividend $ 2,307,554 $ (34,711 ) $ (175,309 ) Denominator Weighted average shares outstanding, basic and diluted 27,490,766 990,000 5,000,000 Basic and diluted net income (loss) per share $ 0.08 $ (0.04 ) $ (0.04 ) For The Three Months Ended June 30, 2022 Class A-t (Temporary) Class A-p (Permanent) Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (377,935 ) $ (10,845 ) $ (54,773 ) Deemed dividend for accretion of temporary equity in excess of fair value 490,019 — — Allocation of net income (loss) and deemed dividend $ 112,084 $ (10,845 ) $ (54,773 ) Denominator Weighted average shares outstanding, basic and diluted 34,500,000 990,000 5,000,000 Basic and diluted net income (loss) per share $ 0.00 $ (0.01 ) $ (0.01 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities That Are Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 9,877,547 $ — $ — $ 9,877,547 Liabilities: Class K Founder Shares derivative liabilities $ — $ — $ — $ — The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 350,073,997 $ — $ — $ 350,073,997 Liabilities: Class K Founder Shares derivative liabilities $ — $ — $ — $ —
Summary of Fair Value Measurement Inputs and Valuation Techniques	The key inputs into the Monte-Carlo simulation model for the Class K Founder Shares derivative liabilities were as follows as of June 30, 2023. Input June 30, 2023 Risk-free interest rate 3.82 % Term to business combination 0.5 years Expected volatility de minimis Stock price $ 10.36 Dividend yield 0.00 % The key inputs into the Monte-Carlo simulation model for the Class K Founder Shares derivative liabilities were as follows as of December 31, 2022. Input December 31, 2022 Risk-free interest rate 3.90 % Term to business combination 0.6 years Expected volatility de minimis Stock price $ 9.98 Dividend yield 0.00 %
Summary of Changes in the Fair Value Of the Class K Founder Shares Derivative Liabilities	The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, measured on a recurring basis, as of June 30, 2022: Class K Founder Shares Derivative Liabilities Fair value at January 1, 2022 $ 150,000 Change in fair value (150,000 ) Fair value as of March 31, 2022 $ — Change in fair value — Fair value as of June 30, 2022 $ —

Description of Organization, _2

Description of Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($)				6 Months Ended
	Jun. 12, 2023	Sep. 30, 2021	Mar. 08, 2021	Jun. 30, 2023	Dec. 31, 2022	Sep. 21, 2022
Entity incorporation, date of incorporation				Jan. 15, 2021
Percentage of the net assets of the target company excluding the amount of any deferred underwriting commissions				80%
Interest expense, trust account				$ 100,000
Liquidation basis of accounting, liquidation plan				if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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
Cash and cash equivalents				$ 2,401,709
Working capital deficit				5,797,911
Interest income				$ 7,014,475
Underwriter Deferred Discount			$ 12,075,000
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period				100%
Period to complete Business Combination from closing of Initial Public Offering				27 months
Cash deposited in Trust Account per share		$ 10
Dissolution Expense				$ 100,000
Temporary Equity Shares Outstanding				929,456	34,500,000
Restricted Cash				$ 2,175,249	$ 0
Target Company [Member]
Equity method investment ownership percentage				50%
Piper Sandler Co [Member]
Percentage of deferred underwriting fees payable				10%		10%
Maximum [Member]
Period to complete Business Combination from closing of Initial Public Offering				33 months
Asset Held In Trust Account [Member]
Shares issued, price per share				$ 10
Public Stockholders [Member]
Net tangible assets				$ 5,000,001
Percentage of public shareholding eligible for redemption without prior consent				15%
Percentage of public shareholding eligible for redemption on non occurrence of business combination				100%
IPO [Member]
Stock shares issued during the period shares			345,000,000
Sale of stock issue price per share			$ 10
IPO [Member] \| Sponsor [Member]
Stock shares issued during the period shares			300,000,000
Over-Allotment Option [Member]
Stock shares issued during the period shares				4,500,000
Shares issued, price per share			$ 10
Sale of stock issue price per share			$ 10
Additional Number Of Shares Purchased			4,500,000	4,500,000
IPO Including Over Allotment Option [Member]
Proceeds from issuance initial public offering			$ 34,500,000
Common Class A [Member]
Common stock par value per share				$ 0.0001	$ 0.0001
Stock redeemed or called during period shares	33,570,544
Temporary equity par share	$ 10.237			$ 0.0001	$ 0.0001
Temporary Equity Shares Outstanding				929,456	34,500,000
Common Class A [Member] \| IPO [Member]
Stock shares issued during the period shares			30,000,000
Common stock par value per share			$ 0.0001
Common Class A [Member] \| Private Placement [Member]
Stock shares issued during the period shares			990,000
Common stock par value per share			$ 0.0001
Shares issued, price per share			$ 10
Proceeds from issuance of private placement			$ 9,900,000
Sale of stock issue price per share				$ 10

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 226,460	$ 0
Restricted Cash	2,175,249	0
Restricted cash for income and franchise tax payments	2,175,249	0
Total cash and cash equivalents and restricted cash	$ 2,401,709	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Reconciliation of Net Loss Per Common Stock (Detail) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ 2,097,534	$ 2,145,323	$ 46,466	$ (243,037)	$ 4,242,857	$ (196,571)
Accretion of temporary equity in excess of fair value	(3,271,429)		(490,019)		(7,014,475)	(518,177)
Net income (loss) including accretion of temporary equity in excess of fair value	(1,173,895)		(443,553)		(2,771,618)	(714,748)
Numerator
Allocation of net loss and deemed dividend	2,097,534	$ 2,145,323	46,466	$ (243,037)	4,242,857	(196,571)
Common Class A [Member] \| Common Stock Subject To Possible Redemption [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	2,307,554		112,084		4,691,972	(90,833)
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	(963,875)		(377,935)		(2,322,503)	(609.01)
Deemed dividend for accretion of temporary equity in excess of fair value	3,271,429		490,019		7,014,475	518,177
Allocation of net loss and deemed dividend	$ 2,307,554		$ 112,084		$ 4,691,972	$ (90,833)
Denominator
Weighted average shares outstanding, basic	27,490,766		34,500,000		30,976,020	34,500,000
Weighted average shares outstanding, diluted	27,490,766		34,500,000		30,976,020	34,500,000
Basic net loss per share	$ 0.08		$ 0		$ 0.15	$ 0
Diluted net loss per share	$ 0.08		$ 0		$ 0.15	$ 0
Common Class A [Member] \| Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ (34,711)		$ (10,845)		$ (74,228)	$ (17,476)
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	(34,711)		(10,845)		(74,228)	(17,476)
Deemed dividend for accretion of temporary equity in excess of fair value	0		0		0	0
Allocation of net loss and deemed dividend	$ (34,711)		$ (10,845)		$ (74,228)	$ (17,476)
Denominator
Weighted average shares outstanding, basic	990,000		990,000		990,000	990,000
Weighted average shares outstanding, diluted	990,000		990,000		990,000	990,000
Basic net loss per share	$ (0.04)		$ (0.01)		$ (0.07)	$ (0.02)
Diluted net loss per share	$ (0.04)		$ (0.01)		$ (0.07)	$ (0.02)
Common Class B [Member] \| Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ (175,309)		$ (54,773)		$ (374,887)	$ (88,262)
Numerator
Allocation of net loss including accretion of temporary equity in excess of fair value	(175,309)		(54,773)		(374,887)	(88,262)
Deemed dividend for accretion of temporary equity in excess of fair value	0		0		0	0
Allocation of net loss and deemed dividend	$ (175,309)		$ (54,773)		$ (374,887)	$ (88,262)
Denominator
Weighted average shares outstanding, basic	5,000,000		5,000,000		5,000,000	5,000,000
Weighted average shares outstanding, diluted	5,000,000		5,000,000		5,000,000	5,000,000
Basic net loss per share	$ (0.04)		$ (0.01)		$ (0.07)	$ (0.02)
Diluted net loss per share	$ (0.04)		$ (0.01)		$ (0.07)	$ (0.02)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Restricted cash and cash equivalents	$ 2,401,709				$ 2,401,709		$ 0
Shares measured to their redemption amount due to initial carrying amount of the common stock is less price per share	$ 10				$ 10
Temporary Equity, Redemption Price Per Share	$ 10				$ 10
Temporary equity accretion to redemption value	$ 3,271,429	$ 3,743,046	$ 490,019	$ 28,158
Maturity of investment held in trust account					180 days
Cash equivalents	0				$ 0
Restricted cash income and franchise tax payments	2,175,249				2,175,249		$ 0
Common Class A [Member]
Temporary equity accretion to redemption value	$ 3,271,429		$ 490,019		$ 7,014,475	$ 518,177
Triggering Events Stock Trading Price One [Member] \| Common Class A [Member]
Conversion of share, price per share					$ 30
Triggering Events Stock Trading Price Two [Member] \| Common Class A [Member]
Conversion of share, price per share					40
Triggering Events Stock Trading Price Three [Member] \| Common Class A [Member]
Conversion of share, price per share					$ 50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)			3 Months Ended		6 Months Ended
	Feb. 28, 2021	Jan. 19, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Dec. 31, 2022
Due to related party			$ 2,591,195		$ 2,591,195	$ 1,158,549
Operating costs and expenses:			$ 1,015,779	$ 331,946
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]			Related Party [Member]		Related Party [Member]
Other Liability, Related Party, Type [Extensible Enumeration]				Related Party [Member]
Private Placement [Member]
Lock in period of shares					30 days
Sponser [Member]
Due to Related Parties				$ 410,014
Other receivables			$ 1,432,646		$ 1,432,646
Related Party [Member] \| Operating Costs Incurred Related Party [Member]
Due to related party			$ 2,591,195		$ 2,591,195	$ 1,158,549
Founder shares [Member]
Stock shares issued during the period for services shares		10,000,000
Stock shares issued during the period for services value		$ 25,000
Common Class A [Member] \| Triggering Events Stock Trading Price One [Member]
Conversion of share, price per share					$ 30
Common Class A [Member] \| Triggering Events Stock Trading Price Two [Member]
Conversion of share, price per share					40
Common Class A [Member] \| Triggering Events Stock Trading Price Three [Member]
Conversion of share, price per share					$ 50
Common Class A [Member] \| Private Placement [Member]
Sale of Stock, Number of Shares Issued in Transaction					990,000
Sale of Stock, Price Per Share			$ 10		$ 10
Sale of Stock, Consideration Received Per Transaction					$ 9,900,000
Common Class A [Member] \| Forward Purchase Agreement [Member]
Sale of Stock, Number of Shares Issued in Transaction					2,500,000
Sale of Stock, Price Per Share			$ 10		$ 10
Sale of Stock, Consideration Received Per Transaction					$ 25,000,000
Common Class B [Member]
Stock shares issued during the period for services shares		5,000,000
Common Class K [Member]
Stock shares issued during the period for services shares		5,000,000
Class B Founder Shares [Member]
Stock shares issued during the period for services shares	240,000
Stock shares issued during the period for services value	$ 600
Percent of stock convertible			15%		15%
Class K Founder Shares [Member]
Percent of stock convertible			30%		30%

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) - $ / shares	6 Months Ended
	Jun. 30, 2023	Sep. 21, 2022	Mar. 08, 2021
Piper Sandler Co [Member]
Loss Contingencies [Line Items]
Percentage of deferred underwriting fees payable	10%	10%
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Additional number of shares purchased	4,500,000		4,500,000
Sale of Stock, Price Per Share			$ 10
Stock shares issued during the period shares	4,500,000

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - $ / shares	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Preferred Stock Par Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock Shares Authorized	1,000,000	1,000,000
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Common stock subject to possible redemption	929,456	34,500,000
Common Stock Subject to Mandatory Redemption [Member]
Common stock subject to possible redemption	34,500,000
Common Class A [Member]
Common Stock Par Value Per Share	$ 0.0001	$ 0.0001
Common Stock Shares Authorized	200,000,000	200,000,000
Common Stock Shares Issued	990,000	990,000
Common Stock Shares Outstanding	990,000	990,000
Common stock subject to possible redemption	929,456	34,500,000
Common stock shares voting rights	one vote
Common Class B [Member]
Common Stock Par Value Per Share	$ 0.0001	$ 0.0001
Common Stock Shares Authorized	30,000,000	30,000,000
Common Stock Shares Issued	5,000,000	5,000,000
Common Stock Shares Outstanding	5,000,000	5,000,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities That Are Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Level 1 [Member] \| Marketable securities held in Trust Account [Member]
Assets:
Marketable securities held in Trust Account	$ 9,877,547	$ 350,073,997
Level 3 [Member] \| Class K Founder Shares [Member]
Liabilities:
Class K Founder Shares derivative liabilities	$ 0	$ 0

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Class K Founder Shares [Member]	Jun. 30, 2023 yr	Dec. 31, 2022 yr
Input Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	3.82	3.9
Term to Business Combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.5	0.6
Expected volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0	0
Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	10.36	9.98
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0	0

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Changes in the Fair Value Of the Class K Founder Shares Derivative Liabilities (Detail) - Class K Founder Shares [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance, Shares	$ 0	$ 150,000
Change in fair value	0	(150,000)
Ending balance, shares	$ 0	$ 0

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Fair Value, Inputs, Level 1, 2 and 3 [Member]
Fair Value Disclosures [Line Items]
Transfers between levels	$ 0	$ 0	$ 0	$ 0
Fair Value, Inputs, Level 3 [Member] \| Class K Founder Shares Liability [Member]
Fair Value Disclosures [Line Items]
Fair value of derivative liabilities	$ 0		$ 0		$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
Income Taxes - Additional Information (Detail) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Changes in valuation allowance			$ 1,831,065	$ 1,227,072
Unrecognized tax benefits	$ 0		0		$ 0
Accrued interest and penalties	0		0		0
Income Tax Expense (Benefit)	698,685	$ 49,393	$ 1,474,225	$ 49,393
Effective Income Tax RatReconciliation, Percent			25.79%	(33.56%)
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			21%
Domestic Tax Authority [Member]
Operating loss carryforwards	$ 0		$ 0		$ 0