Healthwell Acquisition Corp. I (HWEL) 10-Q18 Aug 232023 Q2 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 18, 2023
Document Information Line Items
Entity Registrant Name	HEALTHWELL ACQUISITION CORP. I
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001845013
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40697
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1911840
Entity Address, Address Line One	1001 Green Bay Rd
Entity Address, Address Line Two	#227
Entity Address, City or Town	Winnetka
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60093
City Area Code	847
Local Phone Number	230-9162
Entity Interactive Data Current	Yes
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Document Information Line Items
Trading Symbol	HWELU
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Security Exchange Name	NASDAQ
Class A common stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	HWEL
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information Line Items
Trading Symbol	HWELW
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share
Security Exchange Name	NASDAQ
Class A common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		10,307,380
Class B common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 46,925	$ 137,752
Prepaid expenses	108,403	330,178
Total current assets	155,328	467,930
Investments held in Trust Account	258,894,006	253,668,826
Total Assets	259,049,334	254,136,756
Current liabilities:
Accounts payable	354,910	5,100
Accrued expenses	983,993	475,928
Promissory note - related party	276,276
Income tax payable	1,027,975	393,497
Franchise tax payable	20,400	53,733
Total current liabilities	2,663,554	928,258
Warrant liabilities	4,646,000	1,616,000
Derivative liability - forward purchase agreement	1,296,000	484,000
Deferred underwriting fee payable	8,750,000	8,750,000
Deferred tax liability	446,466	365,381
Total Liabilities	17,802,020	12,143,639
Commitments and Contingencies (Note 6)
Class A common stock, subject to possible redemption, $0.0001 par value; 25,000,000 shares at redemption value	257,299,165	252,755,071
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(16,052,476)	(10,762,579)
Total stockholders’ deficit	(16,051,851)	(10,761,954)
Total Liabilities and Stockholders’ Deficit	259,049,334	254,136,756
Class A Common Stock
Stockholders’ Deficit:
Common stock value
Class B Common Stock
Stockholders’ Deficit:
Common stock value	$ 625	$ 625

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	6,250,000	6,250,000
Common stock, shares outstanding	6,250,000	6,250,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating and formation costs	$ 1,195,181	$ 263,429	$ 1,570,476	$ 581,116
Franchise tax expense	50,200	50,400	100,450	100,400
Loss from operations	(1,245,381)	(313,829)	(1,670,926)	(681,516)
Interest expense			(1,095)
Interest and dividend income on investments held in Trust Account	674		674
Unrealized gains on investments held in Trust Account	232,425	189,623	386,117	262,400
Realized gains on investments held in Trust Account	2,915,143	126,548	5,465,137	151,838
(Loss) gain on change in fair value of derivative liability - forward purchase agreement	(276,000)	16,000	(812,000)	232,000
(Loss) gain on change in fair value of warrant liabilities	(2,222,000)	2,626,000	(3,030,000)	8,080,000
Loss on change in fair value of promissory note - related party	(123)		(123)
(Loss) income before income taxes	(595,262)	2,644,342	337,784	8,044,722
Income tax expense	(650,442)		(1,207,434)
Net (loss) income	$ (1,245,704)	$ 2,644,342	$ (869,650)	$ 8,044,722
Class A Common Stock
Basic weighted average shares outstanding (in Shares)	25,000,000	25,000,000	25,000,000	25,000,000
Basic weighted average shares outstanding (in Dollars per share)	$ (0.04)	$ 0.08	$ (0.03)	$ 0.26
Class B Common Stock
Basic weighted average shares outstanding (in Shares)	6,250,000	6,250,000	6,250,000	6,250,000
Basic weighted average shares outstanding (in Dollars per share)	$ (0.04)	$ 0.08	$ (0.03)	$ 0.26

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Common Stock
Diluted weighted average shares outstanding	25,000,000	25,000,000	25,000,000	25,000,000
Diluted net income per share (in Dollars per share)	$ (0.04)	$ 0.08	$ (0.03)	$ 0.26
Class B Common Stock
Diluted weighted average shares outstanding	6,250,000	6,250,000	6,250,000	6,250,000
Diluted net income per share (in Dollars per share)	$ (0.04)	$ 0.08	$ (0.03)	$ 0.26

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (UNAUDITED) - USD ($)	Common Class A [Member] Common Stock	Common Class B [Member] Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 625		$ (19,420,600)	$ (19,419,975)
Balance (in Shares) at Dec. 31, 2021		6,250,000
Net income (loss)				5,400,380	5,400,380
Balance at Mar. 31, 2022		$ 625		(14,020,220)	(14,019,595)
Balance (in Shares) at Mar. 31, 2022		6,250,000
Balance at Dec. 31, 2021		$ 625		(19,420,600)	(19,419,975)
Balance (in Shares) at Dec. 31, 2021		6,250,000
Net income (loss)					8,044,722
Balance at Jun. 30, 2022		$ 625		(11,375,878)	(11,375,253)
Balance (in Shares) at Jun. 30, 2022		6,250,000
Balance at Mar. 31, 2022		$ 625		(14,020,220)	(14,019,595)
Balance (in Shares) at Mar. 31, 2022		6,250,000
Net income (loss)				2,644,342	2,644,342
Balance at Jun. 30, 2022		$ 625		(11,375,878)	(11,375,253)
Balance (in Shares) at Jun. 30, 2022		6,250,000
Balance at Dec. 31, 2022		$ 625		(10,762,579)	(10,761,954)
Balance (in Shares) at Dec. 31, 2022		6,250,000
Proceeds received in excess of initial fair value of convertible promissory note - related party			18,668		18,668
Remeasurement of Class A common stock to redemption value			(18,668)	(2,077,026)	(2,095,694)
Net income (loss)				376,054	376,054
Balance at Mar. 31, 2023		$ 625		(12,463,551)	(12,462,926)
Balance (in Shares) at Mar. 31, 2023		6,250,000
Balance at Dec. 31, 2022		$ 625		(10,762,579)	(10,761,954)
Balance (in Shares) at Dec. 31, 2022		6,250,000
Net income (loss)					(869,650)
Balance at Jun. 30, 2023		$ 625		(16,052,476)	(16,051,851)
Balance (in Shares) at Jun. 30, 2023		6,250,000
Balance at Mar. 31, 2023		$ 625		(12,463,551)	(12,462,926)
Balance (in Shares) at Mar. 31, 2023		6,250,000
Proceeds received in excess of initial fair value of convertible promissory note - related party			105,179		105,179
Remeasurement of Class A common stock to redemption value			(105,179)	(2,343,221)	(2,448,400)
Net income (loss)				(1,245,704)	(1,245,704)
Balance at Jun. 30, 2023		$ 625		$ (16,052,476)	$ (16,051,851)
Balance (in Shares) at Jun. 30, 2023		6,250,000

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (869,650)	$ 8,044,722
Adjustments to reconcile net income to net cash used in operating activities:
Interest and dividend income on investments held in Trust Account	(674)
Unrealized gain on investments held in Trust Account	(386,117)	(262,400)
Realized gain on investments held in Trust Account	(5,465,137)	(151,838)
Change in fair value of derivative liability - forward purchase agreement	812,000	(232,000)
Change in fair value of warrant liabilities	3,030,000	(8,080,000)
Change in fair value of promissory note - related party	123
Deferred tax expense	81,085
Changes in operating assets and liabilities:
Prepaid expenses	221,775	199,944
Accounts payable	349,810	(7,105)
Accrued expenses	508,065	89,785
Income tax payable	634,478
Franchise tax payable	(33,333)	(82,066)
Net cash used in operating activities	(1,117,575)	(480,958)
Cash Flows from Investing Activities:
Proceeds from Trust Account to pay taxes	626,748	263,316
Net cash provided by in investing activities	626,748	263,316
Cash Flows from Financing Activities:
Proceeds from issuance of promissory note to related party	400,000
Net cash provided by financing activities	400,000
Net change in cash	(90,827)	(217,642)
Cash - beginning of period	137,752	749,256
Cash - end of period	46,925	531,614
Supplemental disclosure of noncash investing and financing activities:
Excess of cash received over fair value of convertible promissory note - related party	123,847
Remeasurement of Class A common stock subject to possible redemption to redemption value	4,544,094
Supplemental cash flow information
Cash paid for income and franchise taxes	$ 626,748

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	6 Months Ended
	Jun. 30, 2023
Description of Organization, Business Operations and Liquidity [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Healthwell Acquisition Corp. I (the “Company”) is a blank check company incorporated in Delaware on February 2, 2021. The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. In connection with the business combination agreement (as described below) the Company created HWEL Holdings Corp., a newly formed wholly-owned subsidiary of the Company (“Pubco”); HWEL Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”); 1412384 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and wholly-owned subsidiary of Pubco (“CallCo”); and 1412388 B.C. Ltd, a British Columbia corporation and wholly-owned subsidiary of CallCo (“ExchangeCo”). All of these subsidiaries have not commenced operations and have no or nominal assets. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through June 30, 2023 relates to the Company’s formation, its initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, its search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income or gains on investments on the cash and investments held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering and the sale of the Private Placement Warrants (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on August 2, 2021. On August 5, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,700,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) to Healthwell Acquisition Corp. I Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,700,000 (see Note 4). Transaction costs for the Initial Public Offering amounted to $21,720,139, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees, $7,207,313 of non-cash anchor investor offering costs and $762,826 of other offering costs. Following the closing of the Initial Public Offering on August 5, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and invested in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with maturities of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. Following the 24-month anniversary of the effective date of our registration statement for the Initial Public Offering, we instructed Continental to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of an initial Business Combination or the liquidation of the Company, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and the Private Placement will no longer be invested in U.S. government debt securities or money market funds. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity A quorum for a meeting to approve an initial Business Combination will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. In such case, pursuant to the terms of a letter agreement entered into with the Company, the initial stockholders have agreed (and their permitted transferees will agree) to vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of an initial Business Combination. The Company expects that at the time of any stockholder vote relating to an initial Business Combination, the initial stockholders and their permitted transferees will own at least 20% of the issued and outstanding common stock entitled to vote thereon. The directors and officers also have agreed to vote in favor of an initial Business Combination with respect to any Public Shares acquired by them. These voting thresholds, and the voting agreements of the initial stockholders, may make it more likely that the Company will consummate a Business Combination. Each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive: (i) its redemption rights with respect to any Founder Shares and Public Shares held by them, as applicable, in connection with the completion of an initial Business Combination; (ii) its redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company do not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) its rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within 24 months from the closing the Initial Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fail to complete an initial Business Combination within the prescribed time frame). The Company will have until December 5, 2023, extended from August 5, 2023, to complete a Business Combination (the “Combination Period”), subject to making monthly stock transfers to the Holders (as defined in Note 11) of 155,581 Class A shares, which will begin payment on September 5, 2023. The Monthly Shares (as defined in Note 11) will be issued to the Holders substantially concurrently with the closing of the Company’s Business Combination. 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 tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors (the “Board”), dissolve and liquidate, 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) 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 other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the taxes except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Proposed Starton Therapeutics Business Combination On April 27, 2023, the Company entered into the business combination agreement (“BCA”) with Starton Therapeutics, Inc. (“Starton”); Pubco; Purchaser Merger Sub; CallCo; ExchangeCo; the Sponsor, as the representative from and after the Effective Time (as defined in the BCA) of the stockholders of Pubco (other than the Starton Shareholders (as defined below) and their successors and assignees); and Kiriakos Charlie Perperidis, in the capacity as the representative of the shareholders of Starton (the “Starton Shareholders”) from and after the Effective Time (all of the transactions contemplated by the BCA, including the issuances of securities thereunder, the “Starton Business Combination”). The BCA was amended by the First Amendment to the Business Combination Agreement, dated May 15, 2023 (the “First BCA Amendment”) pursuant to which the Parties agreed to amend Section 9.1 of the Business Combination Agreement to add a new closing condition which requires that, immediately after the Closing, and after giving effect to the Redemption, the Starton Shareholders will own a number of voting shares of Pubco representing, in the aggregate, no less than 51% of the total voting power of all issued and outstanding shares of Pubco. Pursuant to the BCA, subject to the terms and conditions set forth therein, Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and wholly-owned subsidiary of Pubco (the “Purchaser Merger”), in connection with which all of the existing securities of the Company will be exchanged for rights to receive securities of Pubco as follows: (a) each share of the Company’s common stock outstanding immediately prior to the Effective Time will automatically convert into one share of common stock, par value $0.0001, issued by Pubco (“Pubco Common Stock”), and (b) each whole Public Warrant, Private Placement Warrant and Forward Purchase Warrant will automatically convert into one warrant to purchase shares of Pubco Common Stock on substantially the same terms and conditions. Immediately following the Purchaser Merger, by means of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Plan of Arrangement”), (i) CallCo will acquire a portion of the issued and outstanding common shares of Starton (“Starton Shares”) from certain holders in exchange for Pubco Common Stock (the “Pubco Share Exchange”), and will contribute such Starton Shares to ExchangeCo in exchange for ExchangeCo common shares, (ii) following the Pubco Share Exchange, ExchangeCo will acquire the remaining issued and outstanding Starton Shares from the remaining shareholders of Starton in exchange for shares of ExchangeCo (“Exchangeable Shares”). The Exchangeable Shares will be exchangeable, on a one-for-one basis, into shares of Pubco Common Stock, with each share valued at the price at which the Company redeems Public Shares held by its public stockholders in connection with the Starton Business Combination (the “Redemption Price”). As a result of the foregoing, Starton will become a wholly-owned subsidiary of ExchangeCo and an indirect subsidiary of Pubco. Each outstanding Starton option will be assumed by Pubco and automatically converted into an option to purchase shares of Pubco Common Stock in accordance with the Plan of Arrangement and under an equity incentive plan to be adopted by Pubco prior to the closing of the Starton Business Combination (the “Closing”). Pursuant to the terms of the BCA, the aggregate base consideration to be delivered to the Starton Shareholders in connection with the Starton Business Combination will be $260.0 million (including up to $20.0 million of incentive shares provided to potential PIPE investors), subject to adjustments for Starton’s closing debt (net of cash) and certain other adjustments, which consideration will be payable in newly-issued shares of (i) Pubco Common Stock or (ii) Exchangeable Shares, each valued at the Redemption Price. In addition to the shares of Pubco Common Stock or Exchangeable Shares deliverable at the Closing, the Starton Shareholders will have the contingent right to receive up to an additional shares 25,000,000 shares of Pubco Common Stock or Exchangeable Shares, as earnout consideration after the Closing (the “Earnout Consideration” and such shares the “Earnout Shares”). The Earnout Consideration will be issuable to the Starton Shareholders (as of the date of the Closing) as follows: ● one-third of the Earnout Shares are issuable upon the VWAP equaling or exceeding $12.00 per share for any twenty (20) out of any twenty (20) consecutive trading days during the five-year period after the Closing; ● one-third of the Earnout Shares are issuable upon (i) the VWAP equaling or exceeding $14.00 per share for any twenty (20) out of any twenty (20) consecutive trading days during the Earnout Period or (ii) successful completion of a Phase 1B clinical trial for multiple myeloma, meaning the completion of an interim data analysis which is sufficient to obtain an agreement with the U.S. Food and Drug Administration (“FDA”) in which the FDA permits Starton to move forward to a phase 2 clinical study following a Type B End-of-Phase-1 meeting; and ● one-third of the Earnout Shares are issuable upon (i) the VWAP equaling or exceeding $16.00 per share for any twenty (20) out of any twenty (20) consecutive trading days during the Earnout Period or (ii) achievement of the successful completion of an FDA required bridging study in healthy volunteers that proves bio-equivalence between the ambulatory subcutaneous pump and either a transdermal patch or an on body subcutaneous pump. Simultaneously with the execution and delivery of the BCA, the Company and Starton entered into voting agreements (collectively, the “Voting Agreements”) with certain Starton Shareholders required to approve the Starton Business Combination. Under the Voting Agreements, such Starton Shareholders agreed to vote all of their Starton Shares in favor of the BCA and the related transactions. Such Starton Shareholders also agreed to take certain other actions in support of the BCA and related transactions and refrain from taking actions that would adversely affect their ability to perform their obligations under the Voting Agreements. Such Starton Shareholders also provided a proxy to the Company to vote their Starton Shares in accordance with the foregoing. The Voting Agreements prevent transfers of the Starton Shares held by such Starton Shareholders between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement. Simultaneously with the execution of the BCA, the Company, Pubco, Starton and the Sponsor also entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote all of its shares of the Company’s common stock in favor of the BCA and the Starton Business Combination. The Sponsor also agreed to waive its anti-dilution rights that would otherwise allow it to maintain ownership of 20% of Pubco. The Sponsor Support Agreement also prevents transfers of the Company’s securities held by the Sponsor between the date of the Sponsor Support Agreement and the termination of the Sponsor Support Agreement. The BCA and related agreements and the First BCA Amendment are further described in our Current Reports on Form 8-K filed with the SEC on May 3, 2023 and May 15, 2023, respectively and the Registration Statement on Form S-4 of Pubco, initially filed with the SEC on May 15, 2023 (as amended, the “Registration Statement”). The foregoing descriptions of each of the BCA, the form of Voting Agreement and the Sponsor Letter Agreement are qualified in their entirety by reference to such agreement filed as an exhibit to the Quarterly Report filed on May 18, 2023. Going Concern and Liquidity As of June 30, 2023, the Company had $46,925 in cash held outside of the Trust Account and a working capital deficit of $1,459,851 (excluding income tax payable and franchise tax payable). The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of June 30, 2023, will not be sufficient to allow the Company to operate until December 5, 2023, the date at which the Company must complete a Business Combination. Further, if a Business Combination is not consummated by December 5, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these condensed consolidated financial statements are issued. Management plans to address this uncertainty through a Business Combination as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. As a result of this action and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 and Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by a domestic corporation beginning in 2023, with certain exceptions (the “Excise Tax”). Because the Company is a Delaware corporation, it will be a “covered corporation” within the meaning of the IR Act, and while not free from doubt, it is possible that, unless an exemption is available, the Company (or any post-combination company) will be subject to the Excise Tax as a result of any redemptions by the Company of its common stock that occurs after December 31, 2022, including redemptions in connection with an initial Business Combination. Whether and to what extent the Company would be subject to the Excise Tax in connection with a Business Combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the U.S. Treasury. In addition, because the Excise Tax would be payable by the Company, and not by the redeeming stockholder, the mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the per-share amount that the public stockholder would otherwise be entitled to receive or reduce the cash available on hand to complete a Business Combination. This may make a transaction with the Company less appealing to potential Business Combination targets, and thus, potentially hinder the Company’s ability to enter into and consummate an initial Business Combination, particularly an initial Business Combination in which substantial PIPE or other equity issuances are not contemplated. The Company will not use, now or in the future, any funds in the Trust Account, including any interest thereon, to pay for any excise tax imposed under the Inflation Reduction Act of 2022. See Note 11.

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 consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K as filed with the SEC on March 3, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. 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. The Company has elected to implement the aforementioned exemptions. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Investments Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury 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, along with interest and dividend income on the securities, is included in realized and unrealized gains (losses) on investments held in Trust Account in the accompanying condensed consolidated statements of operations. At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were $258,894,006 and $253,668,826. For the three and six months June 30, 2023, $80,000 and $626,748, respectively, of income was released from the Trust Account for the payment of taxes. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statement of operations. As of June 30, 2023 and December 31, 2022, the Company estimated the fair value of the warrant derivative liabilities to be $4,646,000 and $1,616,000, respectively. See Note 10 for additional information related to fair value measurements. Class A Common Stock Subject to Possible Redemption All of the 25,000,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable common stock as of June 30, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected tax obligations plus up to $100,000 to pay dissolution expenses (see Note 1). As such, the Company recorded an increase in the carrying amount of the redeemable common stock of $2,095,694 and $2,448,400 for the three and six months ended June 30, 2023, respectively. The carrying value of the Class A common stock subject to redemption represents the redemption value as of June 30, 2023. The actual redemption value will be net of the Company’s tax obligations and dissolution expenses as of the date of redemption. As of June 30, 2023, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 Remeasurement of carrying value to redemption value 2,095,694 Class A common stock subject to possible redemption at March 31, 2023 254,850,765 Remeasurement of carrying value to redemption value 2,448,400 Class A common stock subject to possible redemption at June 30, 2023 $ 257,299,165 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative instruments are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the condensed consolidated statement of operations. As of June 30, 2023 and December 31, 2022, the Company estimated the fair value of the forward purchase agreement to be a derivative liability of $1,296,000 and $484,000, respectively. See Note 10 for additional information related to fair value measurements. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, 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. See Note 9 for additional information on income taxes for the periods presented. Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income per share as the redemption value approximates fair value. Therefore, the net income per share calculation allocates income and losses shared pro rata between Class A and Class B common stock. As a result, the calculated net income per share is the same for Class A and Class B shares of common stock. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,200,000 shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per share is the same as basic net income per share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except share amounts): Three Months Ended Three Months Ended Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ (996,563 ) $ (249,141 ) $ 2,115,474 $ 528,868 $ (695,720 ) $ (173,930 ) $ 6,435,778 $ 1,608,944 Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net income per share $ (0.04 ) $ (0.04 ) $ 0.08 $ 0.08 $ (0.03 ) $ (0.03 ) $ 0.26 $ 0.26 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 of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
Initial Public Offering	Jun. 30, 2023
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on August 2, 2021. On August 5, 2021, the Company completed its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consisted of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

Private Placement

Private Placement	6 Months Ended
Private Placement	Jun. 30, 2023
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($7,700,000 in aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 10, 2021, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 937,500 Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (see Note 5). On September 11, 2021, the remaining option expired. As a result, 937,500 shares of Class B common stock were forfeited (see Note 8). The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination or (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their common stock for cash, securities or other property. A total of twelve anchor investors (the “Anchor Investors” representing both the Original Anchor Investors and the Additional Anchor Investors as defined below) purchased Units in the Initial Public Offering; nine of which each purchased 2,400,000 Units at the offering price of $10.00 per Unit, and three of which each purchased 1,200,000 Units at the offering price of $10.00 per Unit. Pursuant to such Units, the Anchor Investors have not been granted any stockholder or other rights in addition to those afforded to the Company’s other public stockholders. Three anchor investors (the “Original Anchor Investors”) entered into separate subscription agreements in February 2021 with the Sponsor for indirect interests in the Founder Shares held by the Sponsor for a nominal amount. Certain interests in Founder Shares were granted to the Original Anchor Investors subject to a performance condition (i.e., if any Anchor Investor transfers the Units purchased in the Initial Public Offering (or the Class A common stock underlying such Units) prior to the closing of an initial Business Combination (other than to its affiliates or such other parties that are approved in advance in writing by the Sponsor) or it elects to redeem any of the Class A common stock purchased in this offering) and must be returned to the Sponsor if performance conditions are not met. Compensation expense related to these interests will be recognized only when the performance condition is probable of occurrence under ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). As of June 30, 2023 and December 31, 2022, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date satisfaction of the performance obligation is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Share interests. The fair value of these interests in the Founder Shares sold to the Original Anchor Investors was estimated at $1,796,901 or approximately $4.09 per share. The other nine anchor investors (the “Additional Anchor Investors”) entered into separate subscription agreements in July 2021 with the Sponsor for indirect interests in the Founder Shares held by the Sponsor. The Additional Anchor Investors purchased interests representing an aggregate of 1,125,000 Founder Shares at a purchase price of $0.004 per share or $3,938 in the aggregate. Further, the Additional Anchor Investors are not required to (i) hold any Units, shares of Class A common stock or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any shares of Class A common stock they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors will have the same rights to the funds held in the Trust Account with respect to the shares of Class A common stock underlying the Units they may purchase in the Initial Public Offering as the rights afforded to the Company’s other public stockholders. The Company estimated the fair value at July 20, 2021 of the Founder Share interests attributable to the Additional Anchor Investors to be $7,211,250 or $6.41 per share. The excess of the fair value of the Founder Shares sold over the purchase price was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately in the condensed consolidated statement of operations upon the Initial Public Offering. Offering costs allocated to the Public Shares were charged to stockholder’s equity (deficit) at the date of the Initial Public Offering. On February 24, 2021, the Company granted units in the Sponsor to certain of its directors, executive officers, and other advisors representing indirect interests in the Founder Shares for no cash consideration. These awards are subject to ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The indirect interests in the Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the indirect interests in the Founder Shares are recognized only when the performance condition is probable of occurrence. As of June 30, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no The total number of indirect interests in the Founder Shares granted were 1,404,532 shares with a grant date fair value consistent with that of the Original Anchor Investors. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. On March 17, 2023, the Company issued an unsecured promissory note in the principal amount of up to $750,000 to the Sponsor (the “March Working Capital Loan”).The March Working Capital Loan bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the liquidation of the Company on or before December 5, 2023, or such later liquidation date as may be approved by the Company’s stockholders. At the election of the Sponsor, the unpaid principal amount of the March Working Capital Loan may be converted into warrants of the Company (the “Conversion Warrants”) with the total Conversion Warrants so issued equal to: (x) the portion of the principal amount of the March Working Capital Loan being converted divided by (y) $1.00, rounded up to the nearest whole number of warrants. During the six months ended June 30, 2023, the Company drew an aggregate of $400,000 from the March Working Capital Loan, which has not The fair value option was elected (see Note 10) and, as such, the fair value of the March Working Capital Loan is shown on the condensed consolidated balance sheets as $276,276 and $0 as of June 30, 2023 and December 31, 2022, respectively. The difference between the amount of the borrowing of $400,000 and the fair value at the time of initial borrowings of $276,154 is $123,847 and is recorded as an equity contribution in the Condensed Consolidated Statements of Changes in Stockholders’ Deficit. Public Relation Services Daniel J. Edelman Inc. provides public relation services to the Company relating to finding a suitable target for the initial Business Combination. George Hornig who serves as Co-Chair of the Company’s Board, is also a Director of Daniel J. Edelman Holdings Inc., the parent company of Daniel J. Edelman Inc. For the three months ended June 30, 2023 and June 30, 2022, the Company incurred $82,000 and $0, respectively, of expenses in relation to the services described above. For the six months ended June 30, 2023 and June 30, 2022, the Company incurred $82,000 and $0, respectively, of expenses in relation to the services described above.

Commitments

Commitments	6 Months Ended
Commitments	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on August 2, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founders Shares) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On September 11, 2021, the over-allotment option expired. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $8,750,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Vendor Agreements On April 7, 2023, the Company entered into an agreement with a financial filing and printing firm (the “Printer”) for services as needed by the Company in connection with a Business Combination. Pursuant to this agreement, the Company incurred approximately $15,000 in fees during the six months ended June 30, 2023. Pursuant to the agreement, the Company will pay the Printer a total of approximately of $125,000, inclusive of the $15,000 paid by the Company during the six months ended June 30, 2023. The remaining $110,000 is contingent upon the consummation of the Business Combination.

Warrants

Warrants	6 Months Ended
Warrants	Jun. 30, 2023
Warrants [Abstract]
WARRANTS	NOTE 7. WARRANTS As of June 30, 2023 and December 31, 2022, there were 7,700,000 Private Placement Warrants and 12,500,000 Public Warrants outstanding. A warrant holder may exercise its warrants only for a whole number of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant, if not cash settled, will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A common stock is available throughout the 30-day redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable, the Company may exercise the redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by the redemption date and the fair market value of the Company’s Class A common stock; and; ● if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders is less than $18.00 per share, then the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. In addition, if (x) the Company issue additional common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination (excluding any Forward Purchase Securities) at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an Business Combination on the date of the completion of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable (except as described above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00); (2) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of an initial Business Combination, as described below; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the common stock issuable upon exercise of these warrants) are entitled to registration rights. In connection with the Initial Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Peterson Partners, a member of the Sponsor, pursuant to which Peterson Partners has subscribed to purchase from the Company 4,000,000 units, with each unit consisting of one share of Class A common stock (“Forward Purchase Shares”), and one-half of one warrant to purchase one share of Class A common stock (“Forward Purchase Warrants”, together with the Forward Purchase Shares the “Forward Purchase Securities”) for $10.00 per unit, or an aggregate amount of up to $40,000,000, in a private placement that will close concurrently with the closing of a Business Combination. The Forward Purchase Shares will be identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering, except that they will be subject to certain transfer restrictions, and the Forward Purchase Warrants shall be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, the Company estimated the fair value of the forward purchase agreement to be a derivative liability of $1,296,000 and $484,000, respectively. The obligations under the Forward Purchase Agreement do not depend on whether any shares of Class A common stock are redeemed by the public stockholders. Peterson Partners obligation to purchase forward units will, among other things, be terminated in the event that the Company does not complete a Business Combination within the Combination Period. The Company accounts for the 20,200,000 warrants issued in connection with the Initial Public Offering (including 12,500,000 Public Warrants and 7,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. As of June 30, 2023 and December 31, 2022, the Company estimated the fair value of the warrant derivative liabilities to be $4,646,000 and $1,616,000. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s condensed consolidated statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
Stockholders' Deficit	Jun. 30, 2023
Stockholders Equity Disclosure [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 8. STOCKHOLDERS’ DEFICIT Preferred stock Class A common stock Class B common stock Prior to the closing of a Business Combination, holders of Class B common stock have the right to appoint all of the directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of the stockholders, holders of the shares of Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of an initial Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, 20% of the sum of all shares of Class A common stock issued and outstanding at the date of the Initial Public Offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination, excluding any Forward Purchase Securities and any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination.

Income Tax

Income Tax	6 Months Ended
Income Tax	Jun. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 9. INCOME TAX The Company’s effective tax rate for the three and six months ended June 30, 2023, was (109.3%) and 357.5%, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2022, was 0.0%. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the recognition of gains or losses from the change in the fair value of warrant liabilities and derivative asset - forward purchase agreement, which are not recognized for tax purposes, and recording a full valuation allowance on deferred tax assets. The Company has used a discrete effective tax rate method to calculate taxes for the three and six months ended June 30, 2023 and 2022. The Company believes that, at this time, the use of the discrete method for the three and six months ended June 30, 2023 and 2022 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 June 30, 2023 Assets Investments held in Trust Account: Money Market investments $ 258,894,006 $ 258,894,006 $ — $ — Liabilities Warrant liability – Public Warrants $ 2,875,000 $ 2,875,000 $ — $ — Warrant liability – Private Placement Warrants $ 1,771,000 $ — $ 1,771,000 $ — Derivative liability - forward purchase agreement $ 1,296,000 $ — $ — $ 1,296,000 Convertible promissory note - related party $ 276,276 $ — $ — $ 276,276 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 253,668,826 $ 253,668,826 $ — $ — Liabilities Warrant liability – Public Warrants $ 1,000,000 $ 1,000,000 $ — $ — Warrant liability – Private Placement Warrants $ 616,000 $ — $ 616,000 $ — Derivative liability- forward purchase agreement $ 484,000 $ — $ — $ 484,000 The Company utilized a binomial lattice model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of June 30, 2023 and December 31, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker HWELW. The quoted price of the Public Warrants was $0.23 and $0.08 per warrant as of June 30, 2023 and December 31, 2022. In prior periods, the Company utilized a binomial lattice model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the condensed consolidated statement of operations. The estimated fair value of the Private Placement Warrant liability was initially determined using Level 3 inputs. As of June 30, 2023 and December 31, 2022, the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The model used to estimate the fair value of the derivative asset for the Forward Purchase Agreement is based on the assumption that the Forward Purchase Securities are equivalent to the Company’s Units and determined, on a per unit basis, as the price of the Company’s Units less the present value of the contractually stipulated forward price of $10.00. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Private Placement Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement in the fourth quarter of 2022 due to the use of an observable market quote for a similar asset in an active market. The following table provides the significant inputs to the model for the fair value of the Forward Purchase Agreement: As of As of Stock price $ 10.28 $ 9.91 Strike price $ 11.50 $ 11.50 Dividend yield — % — % Term to expected Business Combination (in years) 0.3 0.5 Volatility de minimus de minimus Risk-free rate (1) 5.36% / 4.07 % 4.70% / 3.98 % Probability of Business Combination 70.0 % 60.0 % Fair value of derivative liability - forward purchase agreement $ 0.324 $ 0.121 1 The risk-free rate was based on U.S. Treasury Rates commensurate with the remaining term to Business Combination / expiration of the Private Placement Warrants (see Note 7). The convertible promissory notes - related party were valued using a Black-Scholes model, which is considered to be a Level 3 fair value measurement. The following table provides the significant inputs to the model for the fair value of the convertible promissory note - related party: As of As of As of As of Warrant exercise price $ 1.00 $ 1.00 $ 1.00 $ 1.00 Term to expected Business Combination (in years) 0.25 0.24 0.26 0.29 Volatility de minimus de minimus de minimus de minimus Risk free rate 5.36 % 5.22 % 5.09 % 5.12 % Discount factor 0.99 0.99 0.99 0.99 Probability of Business Combination 70 % 70 % 70 % 70 % Fair value convertible promissory note - related party $ 276,276 $ 134,794 $ 13,814 $ 86,214 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of December 31, 2021 $ 4,559,000 Change in fair value (2,295,000 ) Fair value as of March 31, 2022 2,264,000 Change in fair value (1,017,000 ) Fair value as of June 30, 2022 $ 1,247,000 Fair value as of December 31, 2022 $ 484,000 Initial measurement of draw on convertible promissory note - related party on March 31, 2023 41,332 Change in fair value 536,000 Fair value as of March 31, 2023 1,061,332 Initial measurement of draw on convertible promissory note - related party on April 17, 2023 86,214 Initial measurement of draw on convertible promissory note - related party on April 26, 2023 13,814 Initial measurement of draw on convertible promissory note - related party on May 8, 2023 134,794 Change in fair value 276,123 Fair value as of June 30, 2023 $ 1,572,276 The Company recognized loss in connection with changes in the fair value of warrant liabilities of $3,030,000 (including $1,875,000 related to the Public Warrants - Level 1 and $1,155,000 related to the Private Placement Warrants - Level 2) within the condensed consolidated statement of operations for the six months June 30, 2023. The Company recognized a loss in connection with changes in the fair value of derivative liability - forward purchase agreement of $812,000 within the condensed consolidated statement of operations for the six months June 30, 2023. The Company recognized a loss on the change in fair value of the Sponsor Working Capital Loans of $123 within the condensed statements of operations for the six months June 30, 2023. The Company recognized loss in connection with changes in the fair value of warrant liabilities of $2,222,000 (including $1,375,000 related to the Public Warrants - Level 1 and $847,000 related to the Private Placement Warrants - Level 2) within the condensed consolidated statement of operations for the three months ended June 30, 2023. The Company recognized a loss in connection with changes in the fair value of derivative liability - forward purchase agreement of $276,000 within the condensed consolidated statement of operations for the three months ended June 30, 2023. The Company recognized a loss on the change in fair value of the Working Capital Loans of $123 within the condensed consolidated statement of operations for the three months ended June 30, 2023. The Company recognized gains in connection with changes in the fair value of warrant liabilities of $8,080,000 (including $5,000,000 related to the Public Warrants - Level 1 and $3,080,000 related to the Private Placement Warrants - Level 3) within the unaudited condensed consolidated statement of operations for the six months ended June 30, 2022. The Company recognized a gain in connection with changes in the fair value of derivative asset - forward purchase agreement of $232,000 within the unaudited condensed consolidated statement of operations for the six months ended June 30, 2022. The Company recognized gains in connection with changes in the fair value of warrant liabilities of $2,626,000 (including $1,625,000 related to the Public Warrants—Level 1 and $1,001,000 related to the Private Placement Warrants—Level 3) within the unaudited condensed statement of operations for the three months ended June 30, 2022. The Company recognized a gain in connection with changes in the fair value of derivative asset—forward purchase agreement of $16,000 within the unaudited condensed statement of operations for the three months ended June 30, 2022.

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On July 21, 2023, the Company issued an aggregate of 6,249,999 Class A Shares to the Sponsor upon the conversion of an equal number of Class B Shares. The 6,249,999 Class A Shares issued in the Conversion, approximately 20.0% of the total issued and outstanding Class A Shares after the Conversion, are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the IPO. Between July 22, 2023 and July 25, 2023, the Company and the Sponsor, entered into seven voting and non-redemption agreements (the “Non-Redemption Agreements”) with certain unaffiliated third parties (each, a “Holder,” and collectively, the “Holders”) in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand, with respect to an aggregate of 3,889,523 Public Shares sold in its Initial Public Offering in connection with the special meeting in lieu of an annual meeting of stockholders of the Company, which was held on July 26, 2023 (the “Extension Meeting”). The Extension Meeting was held to, among other things, consider a proposal to amend to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a Business Combination from August 5, 2023 to December 5, 2023 (or such earlier date as determined by the Company’s board of directors) (the “Extension Amendment”). In consideration of the Non-Redemption Agreements, the Sponsor and Starton have agreed to transfer to the Holders an aggregate of 155,581 Class A Shares for each month beginning on September 5, 2023 and continuing for each subsequent month thereafter (including partial months) until the consummation of the Company’s Business Combination (the “Monthly Shares”). The Monthly Shares will be issued to the Holders substantially concurrently with the closing of the Company’s Business Combination. As of the date of this Quarterly Report, the Company and the Sponsor have entered into Non-Redemption Agreements with respect to an aggregate of 3,889,523 Class A Shares, and the Sponsor and Starton have agreed to transfer an aggregate of 155,581 Class A Shares for each month beginning on September 5, 2023 and continuing for each subsequent month thereafter (including partial months) until the consummation of the Company’s Business Combination. The Non-Redemption Agreements are expected to increase the amount of funds that remain in the Company’s Trust Account following the Meeting. Pursuant to the Non-Redemption Agreements, each Holder has also agreed to vote any Class A Shares held by it as of the record date for the Extension Meeting in favor of the Extension Amendment at the Extension Meeting and cause all such shares to be counted as present at the Extension Meeting for purposes of establishing a quorum. On July 26, 2023, the Company held the Extension Meeting. At the Extension Meeting, the Company’s stockholders approved (1) an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate an initial Business Combination from August 5, 2023 to December 5, 2023 (or such earlier date as determined by the Company’s board of directors); (2) an amendment to the Amended and Restated Certificate of Incorporation to provide that, subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s capital stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law; (3) an amendment to the Amended and Restated Certificate of Incorporation to eliminate from the Amended and Restated Certificate of Incorporation the limitation that the Company may not redeem the shares of Class A common stock sold as part of the units in the IPO to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (all of the aforementioned amendments, collectively the “Amendments”); and (4) a proposal to ratify the selection by the audit committee of the Board of Marcum LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The Company filed the Amendments with the Secretary of State of the State of Delaware on July 26, 2023. In connection with the Extension Meeting, stockholders holding 20,942,619 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $215,635,294 (approximately $10.30 per public share) was removed from the Trust Account to pay such holders and approximately $41,776,749 remained in the Trust Account. Following redemptions, the Company has 4,057,381 public shares outstanding. In the event of either the closing of the BCA or a mandatory liquidation of the Company prior to December 31, 2023, the Company does not expect the redemptions that occurred in connection with the Extension Meeting to be subject to the Excise Tax under the IR Act. On August 10, 2023, the Company, Starton, Pubco, Purchaser Merger Sub, CallCo, ExchangeCo, and the Sponsor entered into the Second Amendment to Business Combination Agreement (the “Second BCA Amendment”), pursuant to which the the Company, Starton, Pubco, Purchaser Merger Sub, CallCo, ExchangeCo, and the Sponsor agreed to amend the Business Combination Agreement to (a) increase the size of the option award pool under the Pubco equity plan to fifteen percent (15%) of the aggregate number of shares of Pubco Common Stock issued and outstanding after the Closing and to provide for an annual “evergreen” increase of five percent (5%); (b) provide that the Sponsor incentive shares and Company incentive shares to be provided as incentives to support an equity investment or debt financing will be provided on a pari passu basis; and (c) remove the Closing condition that, upon the Closing, after giving effect to the redemptions and any equity investment or debt financing, the Company will have net tangible assets of at least $5,000,001.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
Accounting Policies, by Policy (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K as filed with the SEC on March 3, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
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. The Company has elected to implement the aforementioned exemptions. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated 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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Investments Held in Trust Account	Investments Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury 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, along with interest and dividend income on the securities, is included in realized and unrealized gains (losses) on investments held in Trust Account in the accompanying condensed consolidated statements of operations. At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were $258,894,006 and $253,668,826. For the three and six months June 30, 2023, $80,000 and $626,748, respectively, of income was released from the Trust Account for the payment of taxes.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statement of operations. As of June 30, 2023 and December 31, 2022, the Company estimated the fair value of the warrant derivative liabilities to be $4,646,000 and $1,616,000, respectively. See Note 10 for additional information related to fair value measurements.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the 25,000,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable common stock as of June 30, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected tax obligations plus up to $100,000 to pay dissolution expenses (see Note 1). As such, the Company recorded an increase in the carrying amount of the redeemable common stock of $2,095,694 and $2,448,400 for the three and six months ended June 30, 2023, respectively. The carrying value of the Class A common stock subject to redemption represents the redemption value as of June 30, 2023. The actual redemption value will be net of the Company’s tax obligations and dissolution expenses as of the date of redemption. As of June 30, 2023, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 Remeasurement of carrying value to redemption value 2,095,694 Class A common stock subject to possible redemption at March 31, 2023 254,850,765 Remeasurement of carrying value to redemption value 2,448,400 Class A common stock subject to possible redemption at June 30, 2023 $ 257,299,165
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative instruments are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the condensed consolidated statement of operations. As of June 30, 2023 and December 31, 2022, the Company estimated the fair value of the forward purchase agreement to be a derivative liability of $1,296,000 and $484,000, respectively. See Note 10 for additional information related to fair value measurements.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, 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. See Note 9 for additional information on income taxes for the periods presented.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income per share as the redemption value approximates fair value. Therefore, the net income per share calculation allocates income and losses shared pro rata between Class A and Class B common stock. As a result, the calculated net income per share is the same for Class A and Class B shares of common stock. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,200,000 shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per share is the same as basic net income per share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except share amounts): Three Months Ended Three Months Ended Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ (996,563 ) $ (249,141 ) $ 2,115,474 $ 528,868 $ (695,720 ) $ (173,930 ) $ 6,435,778 $ 1,608,944 Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net income per share $ (0.04 ) $ (0.04 ) $ 0.08 $ 0.08 $ (0.03 ) $ (0.03 ) $ 0.26 $ 0.26
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 of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
Summary of Significant Accounting Policies (Tables)	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of Class A Common Stock Subject to Redemption	As of June 30, 2023, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 Remeasurement of carrying value to redemption value 2,095,694 Class A common stock subject to possible redemption at March 31, 2023 254,850,765 Remeasurement of carrying value to redemption value 2,448,400 Class A common stock subject to possible redemption at June 30, 2023 $ 257,299,165
Schedule of Earnings Per Shares Basic and Diluted	The following table reflects the calculation of basic and diluted net income per common share (in dollars, except share amounts): Three Months Ended Three Months Ended Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ (996,563 ) $ (249,141 ) $ 2,115,474 $ 528,868 $ (695,720 ) $ (173,930 ) $ 6,435,778 $ 1,608,944 Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net income per share $ (0.04 ) $ (0.04 ) $ 0.08 $ 0.08 $ (0.03 ) $ (0.03 ) $ 0.26 $ 0.26

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 June 30, 2023 Assets Investments held in Trust Account: Money Market investments $ 258,894,006 $ 258,894,006 $ — $ — Liabilities Warrant liability – Public Warrants $ 2,875,000 $ 2,875,000 $ — $ — Warrant liability – Private Placement Warrants $ 1,771,000 $ — $ 1,771,000 $ — Derivative liability - forward purchase agreement $ 1,296,000 $ — $ — $ 1,296,000 Convertible promissory note - related party $ 276,276 $ — $ — $ 276,276 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 253,668,826 $ 253,668,826 $ — $ — Liabilities Warrant liability – Public Warrants $ 1,000,000 $ 1,000,000 $ — $ — Warrant liability – Private Placement Warrants $ 616,000 $ — $ 616,000 $ — Derivative liability- forward purchase agreement $ 484,000 $ — $ — $ 484,000
Schedule of Model for the Fair Value of the Forward Purchase Agreement	The following table provides the significant inputs to the model for the fair value of the Forward Purchase Agreement: As of As of Stock price $ 10.28 $ 9.91 Strike price $ 11.50 $ 11.50 Dividend yield — % — % Term to expected Business Combination (in years) 0.3 0.5 Volatility de minimus de minimus Risk-free rate (1) 5.36% / 4.07 % 4.70% / 3.98 % Probability of Business Combination 70.0 % 60.0 % Fair value of derivative liability - forward purchase agreement $ 0.324 $ 0.121 1 The risk-free rate was based on U.S. Treasury Rates commensurate with the remaining term to Business Combination / expiration of the Private Placement Warrants (see Note 7).
Schedule of Convertible Promissory Notes to Relates party	The convertible promissory notes - related party were valued using a Black-Scholes model, which is considered to be a Level 3 fair value measurement. The following table provides the significant inputs to the model for the fair value of the convertible promissory note - related party: As of As of As of As of Warrant exercise price $ 1.00 $ 1.00 $ 1.00 $ 1.00 Term to expected Business Combination (in years) 0.25 0.24 0.26 0.29 Volatility de minimus de minimus de minimus de minimus Risk free rate 5.36 % 5.22 % 5.09 % 5.12 % Discount factor 0.99 0.99 0.99 0.99 Probability of Business Combination 70 % 70 % 70 % 70 % Fair value convertible promissory note - related party $ 276,276 $ 134,794 $ 13,814 $ 86,214
Schedule of Changes in the Fair Value of the Level 3 Financial Instruments	The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of December 31, 2021 $ 4,559,000 Change in fair value (2,295,000 ) Fair value as of March 31, 2022 2,264,000 Change in fair value (1,017,000 ) Fair value as of June 30, 2022 $ 1,247,000 Fair value as of December 31, 2022 $ 484,000 Initial measurement of draw on convertible promissory note - related party on March 31, 2023 41,332 Change in fair value 536,000 Fair value as of March 31, 2023 1,061,332 Initial measurement of draw on convertible promissory note - related party on April 17, 2023 86,214 Initial measurement of draw on convertible promissory note - related party on April 26, 2023 13,814 Initial measurement of draw on convertible promissory note - related party on May 8, 2023 134,794 Change in fair value 276,123 Fair value as of June 30, 2023 $ 1,572,276

Description of Organization, _2

Description of Organization, Business Operations and Going Concern (Details) - USD ($)			1 Months Ended	6 Months Ended
	Apr. 27, 2023	Aug. 05, 2021	Aug. 16, 2022	Jun. 30, 2023	Dec. 05, 2023	Dec. 31, 2022
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Date of incorporation				Feb. 02, 2021
Proceeds from the issuance of warrants				$ 7,700,000
Payment to acquire restricted investments		$ 250,000,000
Term of restricted investments		185 days
Voting interest percentage	51%			50%
Public offering (in Dollars per share)				$ 10
Minimum percentage of common stock to be owned by the initial shareholders				20%
Minimum percentage of public shares				15%
Percentage of public shares				100%
Payment of shares (in Shares)				155,581
Obligation amount					$ 100,000
Minimum amount of trust account (in Dollars per share)				$ 10
Business gross amount				$ 260,000,000
Consideration transfer amount				$ 20,000,000
Additional received share amount (in Shares)				25,000,000
Cash held				$ 46,925
Net working capital				1,459,851
Excise tax on fair market value percentage			1%
IPO [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Transaction cost				21,720,139
Underwriting fees				5,000,000
Deferred underwriting fees				8,750,000
Anchor investor offering costs				7,207,313
Other offering costs				$ 762,826
Shares issued, price per share (in Dollars per share)		$ 10
Pubco Common Stock [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Common stock, par value (in Dollars per share)				$ 0.0001
Class A Common Stock [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Shares Issued, Price Per Share (in Dollars per share)		$ 10
Proceeds from initial public offering		$ 250,000,000
Common stock, par value (in Dollars per share)				$ 0.0001		$ 0.0001
Class A Common Stock [Member] \| IPO [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Stock issued during the period shares new issues (in Shares)		25,000,000
Series of Individually Immaterial Business Acquisitions [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Aggregate percentage value				80%
Sponsor [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Ownership percentage				20%
Sponsor [Member] \| Private Placement [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Class of warrants or rights warrants issued during the period units (in Shares)				7,700,000
Class of warrants or rights issue price per warrant (in Dollars per share)				$ 1

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Assets held in the trust account	$ 258,894,006	$ 258,894,006	$ 253,668,826
Trust account payment	80,000	$ 626,748
Fair value of warrant derivative liabilities		$4,646,000	$1,616,000
Dissolution expenses	100,000	$ 100,000
Redeemable common stock	2,095,694	2,448,400
Public warrants of offering cost		1,020,874
Purchase of agreement			$ 484,000
Federal depository insurance coverage	250,000	250,000
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs amount		21,720,139
Underwriting discount		5,000,000
Deferred underwriting fees	$ 8,750,000	8,750,000
Anchor investor offering costs		7,207,313
Other offering costs		$ 762,826
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Diluted income per share (in Shares)	20,200,000	20,200,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares of class A common stock (in Shares)	25,000,000	25,000,000	25,000,000
Offering costs		$ 20,699,265
Forward Purchase Agreement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of agreement		$ 1,296,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Subject to Redemption - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Schedule of class A common stock subject to redemption [Abstract]
Class A common stock subject to possible redemption at beginning	$ 254,850,765	$ 252,755,071
Class A common stock subject to possible redemption at ending	257,299,165	254,850,765
Remeasurement of carrying value to redemption value	$ 2,448,400	$ 2,095,694

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Shares Basic and Diluted - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Common Class A [Member]
Numerator:
Net income	$ (996,563)	$ 2,115,474	$ (695,720)	$ 6,435,778
Denominator:
Basic weighted average shares outstanding (in Shares)	25,000,000	25,000,000	25,000,000	25,000,000
Basic net income per share	$ (0.04)	$ 0.08	$ (0.03)	$ 0.26
Common Class B [Member]
Numerator:
Net income	$ (249,141)	$ 528,868	$ (173,930)	$ 1,608,944
Denominator:
Basic weighted average shares outstanding (in Shares)	6,250,000	6,250,000	6,250,000	6,250,000
Basic net income per share	$ (0.04)	$ 0.08	$ (0.03)	$ 0.26

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Shares Basic and Diluted (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Common Class A [Member]
Schedule of earnings per shares basic and diluted [Abstract]
Diluted weighted average shares outstanding (in Shares)	25,000,000	25,000,000	25,000,000	25,000,000
Diluted net income per share	$ (0.04)	$ 0.08	$ (0.03)	$ 0.26
Common Class B [Member]
Schedule of earnings per shares basic and diluted [Abstract]
Diluted weighted average shares outstanding (in Shares)	6,250,000	6,250,000	6,250,000	6,250,000
Diluted net income per share	$ (0.04)	$ 0.08	$ (0.03)	$ 0.26

Initial Public Offering (Detail

Initial Public Offering (Details)	Aug. 05, 2021 USD ($) $ / shares shares
IPO [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering (in Shares) \| shares	25,000,000
Initial public offering price per share	$ 10
Gross proceeds (in Dollars) \| $	$ 250,000,000
Public Warrants [Member]
Initial Public Offering (Details) [Line Items]
Exercise price per share	$ 11.5

Private Placement (Details)

Private Placement (Details)	6 Months Ended
Private Placement (Details)	Jun. 30, 2023 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Proceeds from the issuance of warrants (in Dollars) \| $	$ 7,700,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Class of warrants or rights exercise price of warrants or rights	$ 11.5
Sponsor [Member] \| Private Placement [Member]
Private Placement (Details) [Line Items]
Class of warrants or rights warrants issued during the period units (in Shares) \| shares	7,700,000
Class of warrants or rights issue price per warrant	$ 1

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Sep. 11, 2021	Aug. 05, 2021	Feb. 10, 2021	Mar. 17, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Jul. 20, 2021
Related Party Transactions (Details) [Line Items]
Sponsor paid			$ 25,000
Minimum percentage initial shareholders					20%		20%
Purchase price per share (in Dollars per share)					$ 10.28		$ 10.28		$ 9.91
Stock-based compensation expense
Principal amount				$ 750,000
Working capital loan description				The March Working Capital Loan bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the liquidation of the Company on or before December 5, 2023, or such later liquidation date as may be approved by the Company’s stockholders. At the election of the Sponsor, the unpaid principal amount of the March Working Capital Loan may be converted into warrants of the Company (the “Conversion Warrants”) with the total Conversion Warrants so issued equal to: (x) the portion of the principal amount of the March Working Capital Loan being converted divided by (y) $1.00, rounded up to the nearest whole number of warrants.
Aggregate working capital amount							400,000
Working capital loan							276,276		$ 0
Borrowing amount					$ 400,000		400,000
Initial fair value					123,847		123,847
Incurred expenses					$ 82,000	$ 0	82,000	$ 0
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Stock issued during period value new issues							$ 3,938
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase price per share (in Dollars per share)					$ 0.004		$ 0.004
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Grant date fair value (in Shares)							1,404,532
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Founder share aggregate amount (in Shares)			937,500
Minimum percentage initial shareholders			20%
Forfeited shares (in Shares)	937,500
Class B Common Stock [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Shares issuance (in Shares)			7,187,500
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Sale of stock issue price per share (in Dollars per share)		$ 10
Class A Common Stock [Member] \| Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Stock issued during the period shares new issues (in Shares)		25,000,000
Anchor Investors [Member] \| Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Stock issued during the period shares new issues (in Shares)							2,400,000
Sale of stock issue price per share (in Dollars per share)					10		$ 10
Original Anchor Investors [Member]
Related Party Transactions (Details) [Line Items]
Sale of stock issue price per share (in Dollars per share)					$ 4.09		$ 4.09
Fair value of the founder shares sold to investors					$ 1,796,901		$ 1,796,901
Original Anchor Investors [Member] \| Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Stock issued during the period shares new issues (in Shares)							1,200,000
Sale of stock issue price per share (in Dollars per share)					$ 10		$ 10
Additional Anchor Investors [Member]
Related Party Transactions (Details) [Line Items]
Estimated fair value of founder shares										$ 7,211,250
Estimated fair value of founder shares per share value (in Dollars per share)										$ 6.41
Sponsor [Member] \| Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchase price per share (in Dollars per share)					12		$ 12
Sponsor [Member] \| Subscription Agreement [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Stock issued during the period shares new issues (in Shares)							1,125,000
Sponsor [Member] \| Working Capital Loans [Member]
Related Party Transactions (Details) [Line Items]
Debt instrument conversion price per share (in Dollars per share)					$ 1		$ 1
Bank Overdrafts
Working Capital Loans [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Working capital loans converted into warrants at a later date					1,500,000		1,500,000
Related Party Loans [Member]
Related Party Transactions (Details) [Line Items]
Initial fair value					$ 276,154		$ 276,154

Commitments (Details)

Commitments (Details) - USD ($)	6 Months Ended
Commitments (Details) - USD ($)	Jun. 30, 2023	Apr. 07, 2023
Commitments (Details) [Line Items]
Other Commitment		$ 15,000
Payment to acquire	$ 15,000
Remaining amount	110,000
Other Assets [Member]
Commitments (Details) [Line Items]
Payment to acquire	$ 125,000
Underwriting Agreement [Member]
Commitments (Details) [Line Items]
Underwriting discount per share (in Dollars per share)	$ 0.2
Aggregate amount	$ 5,000,000
Deferred underwriting commission per share (in Dollars per share)	$ 0.35
Deferred underwriting commission payable	$ 8,750,000
Underwriting Agreement [Member] \| Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Additional units (in Shares)	3,750,000

Warrants (Details)

Warrants (Details) - USD ($)	6 Months Ended
Warrants (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Warrants (Details) [Line Items]
Warrants or rights outstanding term	5 years
Share price	$ 10.28	$ 9.91
Derivative liability (in Dollars)	$ 1,296,000	$ 484,000
Derivative liability (in Dollars)	$ 1,616,000
IPO [Member]
Warrants (Details) [Line Items]
Class of warrants and rights issued (in Shares)	20,200,000
Share Price Equals or Exceeds Eighteen Rupees per dollar [Member]
Warrants (Details) [Line Items]
Class of warrants, redemption notice period	30 days
Share Price Equals or Exceeds Eighteen Rupees per dollar [Member] \| Class A Common Stock [Member]
Warrants (Details) [Line Items]
Share price	$ 18
Class of warrants, redemption price per unit	$ 0.01
Number of consecutive trading days	20 days
Number of trading days for determining share price	30 days
Redemption of warrant exceeds per share	$ 18
Redemption of warrants price per share	$ 18
Exercise price adjustment percentage	100%
Share Price Equals or Exceeds USD Ten Per share [Member]
Warrants (Details) [Line Items]
Share price	$ 10
Share Price Equals or Exceeds USD Ten Per share [Member] \| Class A Common Stock [Member]
Warrants (Details) [Line Items]
Share price	10
Class of warrants, redemption price per unit	$ 0.1
Class of warrants, redemption notice period	30 days
Number of consecutive trading days	20 days
Number of trading days for determining share price	30 days
Exercise price adjustment percentage	180%
Share Price Less Than USD Nine Point Two Per Share [Member]
Warrants (Details) [Line Items]
Share price	$ 9.2
Minimum percentage gross proceeds required from issuance of equity	60%
Share Price Less Than USD Nine Point Two Per Share [Member] \| Class A Common Stock [Member]
Warrants (Details) [Line Items]
Share price	$ 9.2
Class of warrant or right exercise price adjustment percentage higher of market value	115%
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Warrants (in Shares)	7,700,000	7,700,000
Class of warrants and rights issued (in Shares)	7,700,000
Private Placement Warrants [Member] \| Share Price Equals or Exceeds USD Ten Per share [Member] \| Class A Common Stock [Member]
Warrants (Details) [Line Items]
Share price	$ 18
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants (in Shares)	12,500,000	12,500,000
Class of warrants and rights issued (in Shares)	12,500,000
Derivative liability (in Dollars)	$ 4,646,000
Forward Purchase Warrants [Member]
Warrants (Details) [Line Items]
Class of warrants and rights issued, price per warrant	$ 10
Aggregate amount (in Dollars)	$ 40,000,000
Forward Purchase Warrants [Member] \| IPO [Member]
Warrants (Details) [Line Items]
Class of warrants and rights issued (in Shares)	4,000,000

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - $ / shares		6 Months Ended
Stockholders' Deficit (Details) - $ / shares	Sep. 11, 2021	Jun. 30, 2023	Dec. 31, 2022
Stockholders' Deficit (Details) [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Temporary Equity, Shares Issued			25,000,000
Common Class A [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized		380,000,000	380,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Temporary equity shares outstanding		25,000,000	25,000,000
Temporary Equity, Shares Issued		25,000,000
Common stock, shares outstanding
Common stock, shares issued
Class B Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares outstanding		6,250,000	6,250,000
Common stock, shares issued		6,250,000	6,250,000
Common stock other shares outstanding			6,250,000
Forfeited shares	937,500
Percentage of common stock		20%

Income Tax (Details)

Income Tax (Details)	3 Months Ended	6 Months Ended
Income Tax (Details)	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Income Tax (Details) [Line Items]
Effective tax rate	109.30%	357.50%	0%
Warrant Liabilities [Member]
Income Tax (Details) [Line Items]
Statutory income tax rate		21%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended		6 Months Ended
Fair Value Measurements (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Fair Value Measurements (Details) [Line Items]
Warrants quoted price (in Dollars per share)	$ 0.23		$ 0.23		$ 0.08
Present value forward price (in Dollars per share)	$ 10		$ 10
Fair value working capital amount			$ 123
Forward Purchase Agreements [Member]
Fair Value Measurements (Details) [Line Items]
Change in fair value of liabilities	$ 276,000
Purchase agreement		$ 16,000	812,000	$ 232,000
Warrants Liabilities [Member]
Fair Value Measurements (Details) [Line Items]
Change in fair value of liabilities		2,626,000
Fair value working capital amount	123
Level 1 [Member]
Fair Value Measurements (Details) [Line Items]
Change in fair value of liabilities			3,030,000
Related party public warrants			1,875,000
Level 1 [Member] \| Note Warrant [Member]
Fair Value Measurements (Details) [Line Items]
Change in fair value of liabilities				8,080,000
Related party public warrants				5,000,000
Level 1 [Member] \| Warrants Liabilities [Member]
Fair Value Measurements (Details) [Line Items]
Related party public warrants	2,222,000
Level 1 [Member] \| Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Related party public warrants		1,625,000
Level 2 [Member]
Fair Value Measurements (Details) [Line Items]
Related party public warrants			$ 1,155,000
Level 2 [Member] \| Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Related party public warrants	1,375,000
Level 2 [Member] \| Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Change in fair value of liabilities	$ 847,000
Level 3 [Member]
Fair Value Measurements (Details) [Line Items]
Related party public warrants				$ 3,080,000
Level 3 [Member] \| Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Related party public warrants		$ 1,001,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Investments held in Trust Account:
Money Market investments	$ 258,894,006	$ 253,668,826
Liabilities
Warrant liability – Public Warrants	2,875,000	1,000,000
Warrant liability – Private Placement Warrants	1,771,000	616,000
Derivative liability – forward purchase agreement	1,296,000	484,000
Convertible promissory note – related party	276,276
Level 1 [Member]
Investments held in Trust Account:
Money Market investments	258,894,006	253,668,826
Liabilities
Warrant liability – Public Warrants	2,875,000	1,000,000
Warrant liability – Private Placement Warrants
Derivative liability – forward purchase agreement
Convertible promissory note – related party
Level 2 [Member]
Investments held in Trust Account:
Money Market investments
Liabilities
Warrant liability – Public Warrants
Warrant liability – Private Placement Warrants	1,771,000	616,000
Derivative liability – forward purchase agreement
Convertible promissory note – related party
Level 3 [Member]
Investments held in Trust Account:
Money Market investments
Liabilities
Warrant liability – Public Warrants
Warrant liability – Private Placement Warrants
Derivative liability – forward purchase agreement	1,296,000	$ 484,000
Convertible promissory note – related party	$ 276,276

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Model for the Fair Value of the Forward Purchase Agreement - USD ($)						6 Months Ended	12 Months Ended
		Jun. 30, 2023	May 04, 2023	Apr. 26, 2023	Apr. 17, 2023	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock price (in Dollars per share)		$ 10.28				$ 10.28	$ 9.91
Strike price (in Dollars per share)						$ 11.5	$ 11.5
Dividend yield
Term to expected Business Combination (in years)						3 months 18 days	6 months
Volatility		de minimus	de minimus	de minimus	de minimus	de minimus	de minimus
Risk-free rate	[1]
Probability of Business Combination						70%	60%
Fair value of derivative (asset) liability – forward purchase agreement (in Dollars)		$ 0.324				$ 0.324	$ 0.121
Maximum [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-free rate	[1]					5.36%	4.70%
Minimum [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Risk-free rate	[1]					4.07%	3.98%

[1]The risk-free rate was based on U.S. Treasury Rates commensurate with the remaining term to Business Combination / expiration of the Private Placement Warrants (see Note 7).

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Convertible Promissory Notes to Relates party - USD ($)					6 Months Ended	12 Months Ended
	Jun. 30, 2023	May 04, 2023	Apr. 26, 2023	Apr. 17, 2023	Jun. 30, 2023	Dec. 31, 2022
Schedule Of Convertible Promissory Notes To Relates Party Abstract
Warrant exercise price (in Dollars per share)	$ 1	$ 1	$ 1	$ 1
Term to expected Business Combination (in years)	3 months	2 months 26 days	3 months 3 days	3 months 14 days
Volatility	de minimus	de minimus	de minimus	de minimus	de minimus	de minimus
Risk free rate	5.36%	5.22%	5.09%	5.12%
Discount factor	0.99	0.99	0.99	0.99
Probability of Business Combination	70%	70%	70%	70%
Fair value convertible promissory note - related party (in Dollars)	$ 276,276	$ 134,794	$ 13,814	$ 86,214

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the Level 3 Financial Instruments - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Summary of changes in the fair value of the level3 financial instruments that are measured at fair value on arecurring basis [Abstract]
Fair value as of December 31	$ 1,061,332	$ 484,000	$ 2,264,000	$ 4,559,000
Initial measurement of draw on convertible promissory note - related party on March 31, 2023		41,332
Change in fair value	276,123	536,000	(1,017,000)	(2,295,000)
Fair value as of June 30, 2022	1,572,276		$ 1,247,000
Fair value as of March 31, 2022		$ 1,061,332		$ 2,264,000
Initial measurement of draw on convertible promissory note - related party on April 17, 2023	86,214
Initial measurement of draw on convertible promissory note - related party on April 26, 2023	13,814
Initial measurement of draw on convertible promissory note - related party on May 8, 2023	$ 134,794

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)			6 Months Ended
Subsequent Events (Details) - USD ($)	Sep. 05, 2023	Aug. 10, 2023	Jun. 30, 2023	Jul. 26, 2023	Jul. 21, 2023	Dec. 31, 2022
Subsequent Events (Details) [Line Items]
Stockholder holding amount			$ 20,942,619
Accounts paid amount			$ 215,635,294
Price per public share			$ 10.28			$ 9.91
Remaining amount of trust			$ 41,776,749
Public shares outstanding			$ 4,057,381
Public Offering [Member]
Subsequent Events (Details) [Line Items]
Price per public share			$ 10.3
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Percentage of conversion					20%
Redemption limitation amount	$ 5,000,001
Subsequent Event [Member] \| Public Offering [Member]
Subsequent Events (Details) [Line Items]
Public shares				3,889,523
Subsequent Event [Member] \| Sponsor [Member]
Subsequent Events (Details) [Line Items]
Public shares	155,581
Subsequent Event [Member] \| Class A Common Stock [Member]
Subsequent Events (Details) [Line Items]
Issued aggregate amount	155,581				6,249,999
Public shares	3,889,523
Subsequent Event [Member] \| Class B Common Stock [Member]
Subsequent Events (Details) [Line Items]
Issued aggregate amount					6,249,999
Forecast [Member]
Subsequent Events (Details) [Line Items]
Increase percent		5%
Net tangible assets		$ 5,000,001
Forecast [Member] \| Public Offering [Member]
Subsequent Events (Details) [Line Items]
Equity percentage		15%