Volato (SOAR) 10-K24 Feb 232022 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Feb. 24, 2023	Jun. 30, 2022
Entity Listings [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity File Number	001-41104
Entity Registrant Name	PROOF ACQUISITION CORP I
Entity Central Index Key	0001853070
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2707040
Entity Address, Address Line One	11911 Freedom Drive
Entity Address, Address Line Two	Suite 1080
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	571
Local Phone Number	310-4949
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float			$ 0
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	Hartford, CT
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	PACI.U
Security Exchange Name	NYSE
Common Class A [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share (included as part of the Units)
Trading Symbol	PACI
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		27,600,000
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants (included as part of the Units)
Trading Symbol	PACI.WS
Security Exchange Name	NYSE
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 1,342,435	$ 2,579,658
Prepaid expenses	467,021	993,608
Total current assets	1,809,456	3,573,266
Investments held in Trust	285,581,779	281,521,183
Total Assets	287,391,235	285,094,449
Current Liabilities:
Accrued expenses	905,676	159,622
Total current liabilities	905,676	159,622
Deferred underwriting commission	0	9,660,000
Total Liabilities	905,676	9,819,622
Commitments and contingencies (Note 5)
Temporary Equity:
Class A common stock subject to possible redemption; $0.0001 par value; 27,600,000 shares at redemption value of $10.31 at December 31, 2022 and $10.20 at December 31, 2021	284,449,019	281,520,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Accumulated deficit	2,035,850	(6,245,863)
Total Stockholders' Deficit	2,036,540	(6,245,173)
Total Liabilities, Temporary Equity and Stockholders' Deficit	287,391,235	285,094,449
Class A Common Stock [Member]
Temporary Equity:
Class A common stock subject to possible redemption; $0.0001 par value; 27,600,000 shares at redemption value of $10.31 at December 31, 2022 and $10.20 at December 31, 2021	284,449,019	281,520,000
Stockholders' Deficit:
Common stock	0	0
Class B Common Stock [Member]
Stockholders' Deficit:
Common stock	$ 690	$ 690

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Deficit:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
Temporary Equity:
Common stock, subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, subject to possible redemption (in shares)	27,600,000	27,600,000
Common stock, redemption price per share (in dollars per share)	$ 10.31	$ 10.2
Stockholders' Deficit:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	70,000,000	70,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class B Common Stock [Member]
Stockholders' Deficit:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	12,500,000	12,500,000
Common stock, shares issued (in shares)	6,900,000	6,900,000
Common stock, shares outstanding (in shares)	6,900,000	6,900,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)		10 Months Ended	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)		Dec. 31, 2021	Dec. 31, 2022
Income (loss) from operations
Formation and operating expenses		$ 383,077	$ 1,736,604
Operating loss		(383,077)	(1,736,604)
Interest income - investments held in Trust Account		1,183	4,060,596
Other income		1,183	4,060,596
Income (loss) before income tax		(381,894)	2,323,992
Income tax expense		0	(773,259)
Net income (loss)		(381,894)	1,550,733
Class A Common Stock [Member]
Income (loss) from operations
Net income (loss)		$ (120,559)	$ 1,240,586
Weighted average shares outstanding, basic (in shares)		2,810,182	27,600,000
Weighted average shares outstanding, diluted (in shares)		2,810,182	27,600,000
Basic net income (loss) per common share (in dollars per share)		$ (0.04)	$ 0.05
Diluted net income (loss) per common share (in dollars per share)		$ (0.04)	$ 0.05
Class B Common Stock [Member]
Income (loss) from operations
Net income (loss)		$ (261,335)	$ 310,147
Weighted average shares outstanding, basic (in shares)	[1]	6,091,636	6,900,000
Weighted average shares outstanding, diluted (in shares)	[1]	6,091,636	6,900,000
Basic net income (loss) per common share (in dollars per share)		$ (0.04)	$ 0.05
Diluted net income (loss) per common share (in dollars per share)		$ (0.04)	$ 0.05

[1]On November 30, 2021, the Company effected a 1.2:1 stock split for each outstanding share of Class B common stock, resulting in the Sponsor holding an aggregate number of 6,900,000 Founder Shares. All share amounts retroactively restated to account for the share split as discussed in Note 5.

STATEMENTS OF OPERATIONS (Paren

STATEMENTS OF OPERATIONS (Parenthetical)	Nov. 30, 2021 shares
Income (loss) from operations
Stock split	1.2
Class B Common Stock [Member]
Income (loss) from operations
Issuance of Class B ordinary shares to Sponsors (in shares)	6,900,000
Class B Common Stock [Member] \| Sponsor [Member]
Income (loss) from operations
Stock split	1.2
Issuance of Class B ordinary shares to Sponsors (in shares)	6,900,000

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)		Common Stock [Member] Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total	Class B Common Stock [Member]
Beginning balance at Mar. 15, 2021		$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Mar. 15, 2021		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors	[1]	$ 690	24,310	0	25,000
Issuance of Class B common stock to Sponsor (in shares)	[1]	6,900,000
Private placement warrants proceeds in excess of fair value	[1]	$ 0		5,411,275	5,411,275
Re-measurement of Class A ordinary shares subject to possible redemption		0	(24,310)	(11,275,244)	(11,299,554)
Net income (loss)		0	0	(381,894)	(381,894)	$ (261,335)
Ending balance at Dec. 31, 2021		$ 690	0	(6,245,863)	(6,245,173)
Ending balance (in shares) at Dec. 31, 2021		6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(466,910)
Ending balance at Mar. 31, 2022					(6,712,083)
Beginning balance at Dec. 31, 2021		$ 690	0	(6,245,863)	(6,245,173)
Beginning balance (in shares) at Dec. 31, 2021		6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(623,050)
Ending balance at Jun. 30, 2022					(7,009,819)
Beginning balance at Dec. 31, 2021		$ 690	0	(6,245,863)	(6,245,173)
Beginning balance (in shares) at Dec. 31, 2021		6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(375,430)
Ending balance at Sep. 30, 2022					(7,292,555)
Beginning balance at Dec. 31, 2021		$ 690	0	(6,245,863)	(6,245,173)
Beginning balance (in shares) at Dec. 31, 2021		6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Re-measurement of Class A ordinary shares subject to possible redemption			0	(2,929,019)	(2,929,019)
Gain on deferred underwriting commission			0	9,660,000	9,660,000
Net income (loss)		$ 0	0	1,550,733	1,550,733	$ 310,147
Ending balance at Dec. 31, 2022		$ 690	$ 0	$ 2,035,850	2,036,540
Ending balance (in shares) at Dec. 31, 2022		6,900,000
Beginning balance at Mar. 31, 2022					(6,712,083)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(156,141)
Ending balance at Jun. 30, 2022					(7,009,819)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					247,619
Ending balance at Sep. 30, 2022					$ (7,292,555)

[1]On November 30, 2021, the Company effected a 1.2:1 stock split for each outstanding share of Class B common stock, resulting in the Sponsor holding an aggregate number of 6,900,000 Founder Shares. All share amounts retroactively restated to account for the share split as discussed in Note 5.

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical)	Nov. 30, 2021 shares
Stock split	1.2
Class B Common Stock [Member]
Issuance of Class B common stock to Sponsor (in shares)	6,900,000
Sponsor [Member] \| Class B Common Stock [Member]
Stock split	1.2
Issuance of Class B common stock to Sponsor (in shares)	6,900,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	10 Months Ended	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (381,894)	$ 1,550,733
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income earned on Trust assets	(1,183)	(4,060,596)
Changes in operating assets and liabilities:
Prepaid expenses	(993,608)	526,586
Accrued expenses	159,622	746,054
Net cash used in operating activities	(1,217,063)	(1,237,223)
Cash flows from investment activities:
Funds deposited into Trust Account	(281,520,000)	0
Net cash used in investing activities	(281,520,000)	0
Cash flows from financing activities:
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000	0
Proceeds from sale of units	276,000,000	0
Proceeds from sale of warrants	15,226,000	0
Offering costs	(5,934,279)	0
Proceeds from sponsor note	110,000	0
Repayment of sponsor note	(110,000)	0
Net cash provided by financing activities	285,316,721	0
Net change in cash	2,579,658	(1,237,223)
Cash at beginning of period	0	2,579,658
Cash at end of period	2,579,658	1,342,435
Non-cash financing activities:
Deferred underwriting fee incurred (written off)	9,660,000	(9,660,000)
Re-measurement of Class A ordinary shares subject to possible redemption	(11,299,554)	2,929,019
Initial value of Class A common stock subject to possible redemption	$ 281,520,000	$ 0

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	12 Months Ended
	Dec. 31, 2022
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN PROOF Acquisition Corp I (the “Company”) was incorporated in Delaware on March 16, 2021. The Company was formed for the purpose of effecting a Business Combination. The Company is not limited to a particular industry or sector for purposes of consummating a 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. As of December 31, 2022, the Company had limited operations and no operating revenues. All activity for the period from March 16, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below , and, since the closing of the Initial Public Offering, a search for a Business Combination candidate . The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $276,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 15,226,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement transaction to PROOF Acquisition Sponsor I, LLC (the “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (“BlackRock”). Following the closing of the Initial Public Offering on December 3, 2021, an amount of $281,520,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement (as defined in Note 4) was placed in the Trust Account. The funds held in the Trust Account may be 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 a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below. Transaction costs related to the IPO amounted to $15,623,739 consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees payable (which was originally held in a Trust Account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”)) and $443,739 of other offering costs. These costs were charged to additional paid-in capital upon completion of the Initial Public Offering. The deferred underwriting commission liability was reduced to $0 in 2022 as the underwriter resigned and withdrew its right to the deferred underwriting fees (see Note 7). 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.20 per Unit sold (or $10.30 or $10.40 per Unit sold in case we extend the period of time available for us to complete a Business Combination to September 3, 2023 or December 3, 2023, respectively) in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, and such amount will be increased by $0.10 per public share for any three-month extension of our time to consummate our initial Business Combination, as described herein, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The re-measurement will be treated as an adjustment to adjust the temporary equity to the redemption amount. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide 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% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within 18 months (or up to 24 months, if applicable) from the closing of the Initial Public Offering (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 The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, 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 underwriter agreed to waive its rights to the deferred underwriting commission (see Note 7) 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 tha In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i)(x) $10.20 per Public Share following the closing of this offering, (y) $10.30 per public share after June 3, 2023, or (z) $10.40 per public share after September 3, 2023, as applicable; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20, $10.30 or $10.40 per public Share (as applicable) due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay 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 Company’s indemnity of the underwriter 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 will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2022, the Company had approximately $1.3 million in its operating bank account and working capital of approximately $900,000. The Company’s liquidity needs up to December 31, 2022 had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, the loan under the promissory note from the Sponsor of approximately $110,000 (the “Note”) (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Note from the Sponsor was repaid in full on December 6, 2021. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 3, 2023 to complete a Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date and the Company has not exercised its option to extend the deadline in accordance with the terms of its Certificate of Incorporation, there will be a mandatory liquidation and subsequent dissolution of the Company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine 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 or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	12 Months Ended
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	Dec. 31, 2022
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the financial statements of the Company as of and for the year ended December 31, 2022, the Company’s management, in consultation with its advisors, re-evaluated the Company’s accounting for operating expenses, specifically the recognition of the expenses for directors’ and officers’ liability insurance. After further review of the Company’s accounting for its operating expenses, it was determined that an adjustment was required to the Company’s financial statements as of and for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022. Therefore, in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company re-evaluated the changes and has determined that the related impact was material to certain of its previously issued financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that these previously issued financial statements should be restated. As such, the Company is reporting these restatements to those previously issued financial statements in this Annual Report The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated: As previously reported Adjustments As restated March 31, 2022 balance sheet Prepaid expenses $ 732,415 $ 161,918 $ 894,333 Total current assets 2,950,517 161,918 3,112,435 Total assets 284,498,465 161,918 284,660,383 Accumulated Deficit (6,874,691 ) 161,918 (6,712,773 ) Total Stockholders’ Deficit (6,874,001 ) 161,918 (6,712,083 ) Total Liabilities, Temporary Equity and Stockholders’ Deficit 284,498,465 161,918 284,660,383 Statement of changes in stockholders’ deficit for the three months ended March 31, 2022 Net loss $ (628,828 ) $ 161,918 $ (466,910 ) Accumulated Deficit - March 31, 2022 (6,874,691 ) 161,918 (6,712,773 ) Total Stockholders’ Deficit (6,874,001 ) 161,918 (6,712,083 ) Statement of operations for the three months March 31, 2022 Formation and operating cost $ 655,593 $ (161,918 ) $ 493,675 Operating loss (655,593 ) 161,918 (493,675 ) Net loss (628,828 ) 161,918 (466,910 ) Class A common stock - basic and diluted net loss per share (0.02 ) 0.01 (0.01 ) Class B common stock - basic and diluted net loss per share (0.02 ) 0.01 (0.01 ) Statement of cash flows for the three months ended March 31, 2022 Net loss $ (628,828 ) $ 161,918 $ (466,910 ) Change in prepaid expenses 261,193 (161,918 ) 99,275 June 30, 2022 balance sheet Prepaid expenses 459,537 282,008 741,545 Total current assets 2,324,247 282,008 2,606,255 Total assets 284,245,344 282,008 284,527,352 Accumulated Deficit (7,292,517 ) 282,008 (7,010,509 ) Total Stockholders’ Deficit (7,291,827 ) 282,008 (7,009,819 ) Total Liabilities, Temporary Equity and Stockholders’ Deficit 284,245,344 282,008 284,527,352 Statement of changes in stockholders’ deficit for the six months ended June 30, 2022 Net loss $ (905,058 ) $ 282,008 $ (623,050 ) Accumulated Deficit - June 30, 2022 (7,292,517 ) 282,008 (7,010,509 ) Total Stockholders’ Deficit (7,291,827 ) 282,008 (7,009,819 ) Statement of operations for the three months June 30, 2022 Formation and operating cost $ 619,518 $ (120,089 ) $ 499,429 Operating loss 619,518 (120,089 ) 499,429 Loss before income tax (246,370 ) 120,089 (126,281 ) Net loss (276,230 ) 120,089 (156,141 ) Class A common stock - basic and diluted net loss per share (0.01 ) 0.01 - Class B common stock - basic and diluted net loss per share (0.01 ) 0.01 - Statement of operations for the six months June 30, 2022 Formation and operating cost $ 1,275,111 $ (282,008 ) $ 993,103 Operating loss 1,275,111 (282,008 ) 993,103 Loss before income tax (875,197 ) 282,008 (593,189 ) Net loss (905,058 ) 282,008 (623,050 ) Class A common stock - basic and diluted net loss per share (0.03 ) 0.01 (0.02 ) Class B common stock - basic and diluted net loss per share (0.03 ) 0.01 (0.02 ) Statement of cash flows for the six months ended June 30, 2022 Net loss $ (905,058 ) $ 282,008 $ (623,050 ) Change in prepaid expenses 534,070 (282,008 ) 252,062 September 30, 2022 balance sheet Prepaid expenses $ 182,315 $ 408,842 $ 591,157 Total current assets 1,704,182 408,842 2,113,024 Total assets 284,382,102 408,842 284,790,944 Accumulated Deficit (7,702,087 ) 408,842 (7,293,245 ) Total Stockholders’ Deficit (7,701,397 ) 408,842 (7,292,555 ) Total Liabilities, Temporary Equity and Stockholders’ Deficit 284,382,102 408,842 284,790,944 Statement of changes in stockholders’ deficit for the nine months ended September 30, 2022 Net loss $ (784,272 ) $ 408,842 $ (375,430 ) Accumulated Deficit - September 30, 2022 (7,702,087 ) 408,842 (7,293,245 ) Total Stockholders’ Deficit (7,701,397 ) 408,842 (7,292,555 ) Statement of operations for the three months September 30, 2022 Formation and operating cost $ 489,430 $ (126,834 ) $ 362,596 Operating loss (489,430 ) 126,834 (362,596 ) Income (loss) before income tax 267,393 126,834 394,227 Net income 120,785 126,834 247,619 Class A common stock - basic and diluted net loss per share — 0.01 0.01 Class B common stock - basic and diluted net loss per share — 0.01 0.01 Statement of operations for the nine months September 30, 2022 Formation and operating cost $ 1,764,541 $ (408,842 ) $ 1,355,699 Operating loss (1,764,541 ) 408,842 (1,355,699 ) Income (loss) before income tax (607,804 ) 408,842 (198,962 ) Net loss (784,272 ) 408,842 (375,430 ) Class A common stock - basic and diluted net loss per share (0.02 ) 0.01 (0.01 ) Class B common stock - basic and diluted net loss per share (0.02 ) 0.01 (0.01 ) Statement of cash flows for the nine months ended September 30, 2022 Net loss $ (784,272 ) $ 408,842 $ (375,430 ) Change in prepaid expenses 811,292 (408,842 ) 402,450

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 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 December 31, 2022 and December 31, 2021. Cash was $1,342,435 and $2,579,658 as of December 31, 2022 and December 31, 2021, respectively. Investments held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At December 31, 2022 and December 31, 2021, the Company had $285,581,779 and $281,521,183, respectively, in investments held in the Trust Account. Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $15,623,739 consist principally of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees payable and $443,739 of other offering costs. The deferred underwriting commission liability was reduced to $0 in 2022 as the underwriter resigned and withdrew its right to the deferred underwriting fees (see Note 7). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. 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. The Inflation Reduction Act (“IRA”) was enacted on August 16, 2022. The IRA includes provisions imposing a 1% excise tax on share repurchases that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income. The CAMT will be effective for us beginning in fiscal 2024. We currently are not expecting the IRA to have a material adverse impact to our financial statements. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, the shares of Class A common stock subject to possible redemption in the amount of $284,449,019 and $281,520,000 are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet at December 31, 2022 and December 31, 2021. The increase of $2,929,019 during the year ended December 31, 2022 in the Class A common stock subject to possible redemption is a remeasurement adjustment to the redemption value. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. Warrants 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, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. Net Income (Loss) per Common Share The Company has two classes of common stock, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. Re-measurement associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net loss per common share for the year ended December 31, 2022 and for the period from March 16, 2021 (inception) through December 13, 2021 (in dollars, except per share amounts): For the Year For the period from March 16, 2021 (inception) through Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (loss) $ 1,240,586 $ 310,147 $ (120,559 ) $ (261,335 ) Denominator: Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 2,810,182 6,091,636 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.04 ) $ (0.04 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. At December 31, 2022 and December 31, 2021, the Company has not experienced losses on this account. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative 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, “Derivatives and Hedging”. 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 statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities 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. 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 financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2022
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half

PRIVATE PLACEMENTS

PRIVATE PLACEMENTS	12 Months Ended
PRIVATE PLACEMENTS	Dec. 31, 2022
PRIVATE PLACEMENTS [Abstract]
PRIVATE PLACEMENTS	NOTE 5 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor and BlackRock of an aggregate of 15,226,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant resulting in cash proceeds of $15,226,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

RELATED PARTIES

RELATED PARTIES	12 Months Ended
RELATED PARTIES	Dec. 31, 2022
RELATED PARTIES [Abstract]
RELATED PARTIES	NOTE 6 — RELATED PARTIES Founder Shares On March 31, 2021, the Sponsor received 5,750,000 of the Company’s Class B common stock (the “Founder Shares”) for a May 4, 2021 payment of $25,000. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. Subsequently, on November 30, 2021, the Company effected a 1.2:1 stock split for each outstanding share of Class B common stock, resulting in the Sponsor holding an aggregate number of 6,900,000 founder shares, including an aggregate of up to 900,000 shares subject to forfeiture. All share amounts retroactively restated to account for the share split. As the over-allotment was exercised in full as part of the Initial Public Offering, the Founder Shares are no longer subject to forfeiture. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On March 31, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering. In 2021, the Company borrowed $110,000 on this note, which was repaid in full on December 6, 2021. General and Administrative Services Commencing on the date the Units are first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support for up to 24 months. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Fees related to this arrangement were $120,000 for the year December 31, 2022 and $10,000 for the period from March 16, 2021 (inception) through December 31, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. If we complete a Business Combination, we may repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we 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 As of December 31, 2022 and December 31, 2021 Consulting Agreement A member of the Board of Directors has a written consulting agreement with the Company to provide consulting services related to the Company’s business combination efforts. This agreement was approved by the Board of Directors. Expenses incurred for the year ended December 31, 2022 were $66,672. There were no fees related to this arrangement for the period from March 16, 2021 (inception) through December 31, 2021.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The over-allotment was exercised in full as part of the Initial Public Offering. The underwriter received a cash underwriting discount of $0.20 per Unit, or $5,520,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee would have become payable to the underwriter 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 and the trust agreement, but due to proposed SEC regulations imposing potential liability on the underwriter of an initial public offering for a blank check company upon its subsequent initial Business Combination, the underwriter has ended its relationships with most special purpose acquisition companies it helped take public, including the Company, and has waived its deferred underwriting fees.

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)	12 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT)	Dec. 31, 2022
STOCKHOLDERS' EQUITY (DEFICIT) [Abstract]
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 8 — STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2022 and December 31, 2021, th Class A Common Stock — The Company is authorized to issue 70,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2022 and Class B Common Stock — The Company is authorized to issue 12,500,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. On November 30, 2021, the Company effected a 1.2:1 stock split for each outstanding share of Class B common stock, resulting in the Sponsor holding an aggregate number of 6,900,000 Founder Shares. As of December 31, 2022 and December 31,2021, there were 6,900,000 shares of Class B common stock issued and outstanding. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial Business Combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such 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, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. Warrants — As of December 31, 2022 and December 31,2021, there were 13,800,000 Public Warrants and 15,226,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination 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 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 shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) 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 sends the notice of redemption to warrant holders. Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted per stock subdivisions, stock dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and • if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of Class A common stock) as the outstanding public warrants, as described above. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	12 Months Ended
Class A Common Stock Subject to Possible Redemption	Dec. 31, 2022
Class A Common Stock Subject to Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	NOTE 9 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 70,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 27,600,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of December 31, 2022, Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Description December 31, 2021 Gross proceeds $ 276,000,000 Less: Offering costs allocated to Class A common stock subject to possible redemption (368,276 ) Private placement warrants proceeds in excess of fair value (5,411,275 ) Plus: Re-measurement of carrying value to redemption value 11,299,544 Class A common stock subject to possible redemption at December 31, 2021 281,520,000 Re-measurement of carrying value to redemption value 2,929,019 Class A common stock subject to possible redemption at December 31, 2022 $ 284,449,019

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2022
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10 — FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and December 31,2021 and i Description Level December 31, 2022 December 31, 2021 Assets: Marketable securities held in the Trust Account 1 $ 285,581,779 $ 281,521,183 Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

TAXES

TAXES	12 Months Ended
TAXES	Dec. 31, 2022
TAXES [Abstract]
TAXES	NOTE 11 — TAXES The Company’s net deferred tax asset (liability) is as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Net operating losses $ — $ 127,274 Start-up costs 365,419 47,076 Total deferred tax assets 365,419 174,350 Valuation Allowance (365,419 ) (174,350 ) Deferred tax asset, net of allowance — — Deferred tax liabilities: Accrued investment income (317,423 ) — Total deferred tax liabilities (317,423 ) — Deferred tax liability, net $ (317,423 ) $ — Below is breakdown of the income tax provision. For the Year Ended December 31, 2022 For the Period From March 16, 2021 (Inception) Through December 31, 2021 Federal Current $ 455,836 $ — Deferred 126,354 (174,350 ) State and local Current — — Deferred — — Change in valuation allowance 191,069 174,350 Income tax provision $ 773,259 $ — As of December 31, 2022 and December 31, 2021, the Company had $0 and $606,065, respectively, of U.S. federal operating loss carryovers that do not expire and are available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and December 31, 2021, the change in the valuation allowance was $191,069 and $174,350. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: For the Year Ended December 31, 2022 For the Period From March 16, 2021 (Inception) Through December 31, 2021 U.S. federal statutory rate 21.0 % 21.0 % NOL true up 4.0 % — Valuation allowance 8.3 % (21.0 )% Income tax provision 33.3 % — The effective tax rate differs from the statutory tax rate of (21)% for the year ended December 31, 2022 and year ended December 31, 2021, due to the valuation allowance recorded on the Company’s start-up costs in 2022 and due to the valuation allowance recorded on the Company’s start up costs and net operating losses in 2021. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities .

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 12 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date these financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 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 December 31, 2022 and December 31, 2021. Cash was $1,342,435 and $2,579,658 as of December 31, 2022 and December 31, 2021, respectively.
Investments held in Trust Account	Investments held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At December 31, 2022 and December 31, 2021, the Company had $285,581,779 and $281,521,183, respectively, in investments held in the Trust Account.
Offering Costs associated with a Public Offering	Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $15,623,739 consist principally of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees payable and $443,739 of other offering costs. The deferred underwriting commission liability was reduced to $0 in 2022 as the underwriter resigned and withdrew its right to the deferred underwriting fees (see Note 7).
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. 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. The Inflation Reduction Act (“IRA”) was enacted on August 16, 2022. The IRA includes provisions imposing a 1% excise tax on share repurchases that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income. The CAMT will be effective for us beginning in fiscal 2024. We currently are not expecting the IRA to have a material adverse impact to our financial statements.
Class A Common Stock Subject to Possible Redemption	Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, the shares of Class A common stock subject to possible redemption in the amount of $284,449,019 and $281,520,000 are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet at December 31, 2022 and December 31, 2021. The increase of $2,929,019 during the year ended December 31, 2022 in the Class A common stock subject to possible redemption is a remeasurement adjustment to the redemption value. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.
Warrants	Warrants 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, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company has two classes of common stock, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. Re-measurement associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net loss per common share for the year ended December 31, 2022 and for the period from March 16, 2021 (inception) through December 13, 2021 (in dollars, except per share amounts): For the Year For the period from March 16, 2021 (inception) through Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (loss) $ 1,240,586 $ 310,147 $ (120,559 ) $ (261,335 ) Denominator: Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 2,810,182 6,091,636 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.04 ) $ (0.04 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. At December 31, 2022 and December 31, 2021, the Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative 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, “Derivatives and Hedging”. 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 statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities 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.
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 financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract]
Effect of Restatement on Each Financial Statement	The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated: As previously reported Adjustments As restated March 31, 2022 balance sheet Prepaid expenses $ 732,415 $ 161,918 $ 894,333 Total current assets 2,950,517 161,918 3,112,435 Total assets 284,498,465 161,918 284,660,383 Accumulated Deficit (6,874,691 ) 161,918 (6,712,773 ) Total Stockholders’ Deficit (6,874,001 ) 161,918 (6,712,083 ) Total Liabilities, Temporary Equity and Stockholders’ Deficit 284,498,465 161,918 284,660,383 Statement of changes in stockholders’ deficit for the three months ended March 31, 2022 Net loss $ (628,828 ) $ 161,918 $ (466,910 ) Accumulated Deficit - March 31, 2022 (6,874,691 ) 161,918 (6,712,773 ) Total Stockholders’ Deficit (6,874,001 ) 161,918 (6,712,083 ) Statement of operations for the three months March 31, 2022 Formation and operating cost $ 655,593 $ (161,918 ) $ 493,675 Operating loss (655,593 ) 161,918 (493,675 ) Net loss (628,828 ) 161,918 (466,910 ) Class A common stock - basic and diluted net loss per share (0.02 ) 0.01 (0.01 ) Class B common stock - basic and diluted net loss per share (0.02 ) 0.01 (0.01 ) Statement of cash flows for the three months ended March 31, 2022 Net loss $ (628,828 ) $ 161,918 $ (466,910 ) Change in prepaid expenses 261,193 (161,918 ) 99,275 June 30, 2022 balance sheet Prepaid expenses 459,537 282,008 741,545 Total current assets 2,324,247 282,008 2,606,255 Total assets 284,245,344 282,008 284,527,352 Accumulated Deficit (7,292,517 ) 282,008 (7,010,509 ) Total Stockholders’ Deficit (7,291,827 ) 282,008 (7,009,819 ) Total Liabilities, Temporary Equity and Stockholders’ Deficit 284,245,344 282,008 284,527,352 Statement of changes in stockholders’ deficit for the six months ended June 30, 2022 Net loss $ (905,058 ) $ 282,008 $ (623,050 ) Accumulated Deficit - June 30, 2022 (7,292,517 ) 282,008 (7,010,509 ) Total Stockholders’ Deficit (7,291,827 ) 282,008 (7,009,819 ) Statement of operations for the three months June 30, 2022 Formation and operating cost $ 619,518 $ (120,089 ) $ 499,429 Operating loss 619,518 (120,089 ) 499,429 Loss before income tax (246,370 ) 120,089 (126,281 ) Net loss (276,230 ) 120,089 (156,141 ) Class A common stock - basic and diluted net loss per share (0.01 ) 0.01 - Class B common stock - basic and diluted net loss per share (0.01 ) 0.01 - Statement of operations for the six months June 30, 2022 Formation and operating cost $ 1,275,111 $ (282,008 ) $ 993,103 Operating loss 1,275,111 (282,008 ) 993,103 Loss before income tax (875,197 ) 282,008 (593,189 ) Net loss (905,058 ) 282,008 (623,050 ) Class A common stock - basic and diluted net loss per share (0.03 ) 0.01 (0.02 ) Class B common stock - basic and diluted net loss per share (0.03 ) 0.01 (0.02 ) Statement of cash flows for the six months ended June 30, 2022 Net loss $ (905,058 ) $ 282,008 $ (623,050 ) Change in prepaid expenses 534,070 (282,008 ) 252,062 September 30, 2022 balance sheet Prepaid expenses $ 182,315 $ 408,842 $ 591,157 Total current assets 1,704,182 408,842 2,113,024 Total assets 284,382,102 408,842 284,790,944 Accumulated Deficit (7,702,087 ) 408,842 (7,293,245 ) Total Stockholders’ Deficit (7,701,397 ) 408,842 (7,292,555 ) Total Liabilities, Temporary Equity and Stockholders’ Deficit 284,382,102 408,842 284,790,944 Statement of changes in stockholders’ deficit for the nine months ended September 30, 2022 Net loss $ (784,272 ) $ 408,842 $ (375,430 ) Accumulated Deficit - September 30, 2022 (7,702,087 ) 408,842 (7,293,245 ) Total Stockholders’ Deficit (7,701,397 ) 408,842 (7,292,555 ) Statement of operations for the three months September 30, 2022 Formation and operating cost $ 489,430 $ (126,834 ) $ 362,596 Operating loss (489,430 ) 126,834 (362,596 ) Income (loss) before income tax 267,393 126,834 394,227 Net income 120,785 126,834 247,619 Class A common stock - basic and diluted net loss per share — 0.01 0.01 Class B common stock - basic and diluted net loss per share — 0.01 0.01 Statement of operations for the nine months September 30, 2022 Formation and operating cost $ 1,764,541 $ (408,842 ) $ 1,355,699 Operating loss (1,764,541 ) 408,842 (1,355,699 ) Income (loss) before income tax (607,804 ) 408,842 (198,962 ) Net loss (784,272 ) 408,842 (375,430 ) Class A common stock - basic and diluted net loss per share (0.02 ) 0.01 (0.01 ) Class B common stock - basic and diluted net loss per share (0.02 ) 0.01 (0.01 ) Statement of cash flows for the nine months ended September 30, 2022 Net loss $ (784,272 ) $ 408,842 $ (375,430 ) Change in prepaid expenses 811,292 (408,842 ) 402,450

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basic and Diluted Net Loss Per Common Share	The following table reflects the calculation of basic and diluted net loss per common share for the year ended December 31, 2022 and for the period from March 16, 2021 (inception) through December 13, 2021 (in dollars, except per share amounts): For the Year For the period from March 16, 2021 (inception) through Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (loss) $ 1,240,586 $ 310,147 $ (120,559 ) $ (261,335 ) Denominator: Basic and diluted weighted average shares outstanding 27,600,000 6,900,000 2,810,182 6,091,636 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.04 ) $ (0.04 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	12 Months Ended
	Dec. 31, 2022
Class A Common Stock Subject to Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	As of December 31, 2022, Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Description December 31, 2021 Gross proceeds $ 276,000,000 Less: Offering costs allocated to Class A common stock subject to possible redemption (368,276 ) Private placement warrants proceeds in excess of fair value (5,411,275 ) Plus: Re-measurement of carrying value to redemption value 11,299,544 Class A common stock subject to possible redemption at December 31, 2021 281,520,000 Re-measurement of carrying value to redemption value 2,929,019 Class A common stock subject to possible redemption at December 31, 2022 $ 284,449,019

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2022
FAIR VALUE MEASUREMENTS [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and December 31,2021 and i Description Level December 31, 2022 December 31, 2021 Assets: Marketable securities held in the Trust Account 1 $ 285,581,779 $ 281,521,183

TAXES (Tables)

TAXES (Tables)	12 Months Ended
TAXES (Tables)	Dec. 31, 2022
TAXES [Abstract]
Net Deferred Tax Assets	The Company’s net deferred tax asset (liability) is as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Net operating losses $ — $ 127,274 Start-up costs 365,419 47,076 Total deferred tax assets 365,419 174,350 Valuation Allowance (365,419 ) (174,350 ) Deferred tax asset, net of allowance — — Deferred tax liabilities: Accrued investment income (317,423 ) — Total deferred tax liabilities (317,423 ) — Deferred tax liability, net $ (317,423 ) $ —
Income Tax Provision	Below is breakdown of the income tax provision. For the Year Ended December 31, 2022 For the Period From March 16, 2021 (Inception) Through December 31, 2021 Federal Current $ 455,836 $ — Deferred 126,354 (174,350 ) State and local Current — — Deferred — — Change in valuation allowance 191,069 174,350 Income tax provision $ 773,259 $ —
Reconciliation of Federal Income Tax Rate to Effective Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: For the Year Ended December 31, 2022 For the Period From March 16, 2021 (Inception) Through December 31, 2021 U.S. federal statutory rate 21.0 % 21.0 % NOL true up 4.0 % — Valuation allowance 8.3 % (21.0 )% Income tax provision 33.3 % —

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN, Summary (Details)		10 Months Ended	12 Months Ended
	Dec. 03, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) Business $ / shares shares
Proceeds from Issuance of Equity [Abstract]
Operating revenues			$ 0
Gross proceeds from initial public offering		$ 276,000,000	0
Net proceeds deposited into trust account		$ 281,520,000	0
Transaction costs			15,623,739
Underwriting fees			5,520,000
Deferred underwriting fees			9,660,000
Other costs			443,739
Deferred underwriting commission			$ 0
Increase in price per share related to increase in time of business combination (in dollars per share) \| $ / shares			$ 0.1
Additional period to consummate initial business combination			3 months
Net tangible asset threshold for redeeming Public Shares			$ 5,000,001
Percentage of public shares that can be redeemed without prior consent			15%
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period			100%
Period to redeem public shares if business combination is not completed within initial combination period			10 days
Minimum [Member]
Proceeds from Issuance of Equity [Abstract]
Number of operating businesses included in initial business combination \| Business			1
Fair market value as percentage of net assets held in trust account included in initial business combination			80%
Post-transaction ownership percentage of the target business			50%
Maximum [Member]
Proceeds from Issuance of Equity [Abstract]
Interest on trust account that can be held to pay dissolution expenses			$ 100,000
Private Placement Warrant [Member]
Proceeds from Issuance of Equity [Abstract]
Warrants issued (in shares) \| shares	15,226,000	15,226,000	15,226,000
Share price (in dollars per share) \| $ / shares	$ 1
Initial Public Offering [Member] \| Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares) \| shares	27,600,000
Gross proceeds from initial public offering	$ 276,000,000
Share price (in dollars per share) \| $ / shares	$ 10
Net proceeds deposited into trust account			$ 281,520,000
Net proceeds from initial public offering and private placement (in dollars per share) \| $ / shares			$ 10.2
Private Placement [Member] \| Private Placement Warrant [Member]
Proceeds from Issuance of Equity [Abstract]
Warrants issued (in shares) \| shares	15,226,000
Share price (in dollars per share) \| $ / shares	$ 1
Initial Public Offering Units Sold at $10.30 [Member] \| Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Net proceeds from initial public offering and private placement (in dollars per share) \| $ / shares			10.3
Initial Public Offering Units Sold at $10.40 [Member] \| Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Net proceeds from initial public offering and private placement (in dollars per share) \| $ / shares			$ 10.4

DESCRIPTION OF ORGANIZATION, _3

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN, Liquidity and Capital Resources (Details) - USD ($)		9 Months Ended	10 Months Ended	12 Months Ended
	Dec. 06, 2021	Dec. 05, 2021	Dec. 31, 2021	Dec. 31, 2022
Liquidity and Capital Resources [Abstract]
Cash			$ 2,579,658	$ 1,342,435
Working capital				900,000
Proceeds from issuance of common stock			25,000	0
Loan proceeds			110,000	0
Repayment of related party loan			$ 110,000	0
Sponsor [Member]
Liquidity and Capital Resources [Abstract]
Proceeds from issuance of common stock				$ 25,000
Sponsor [Member] \| Promissory Note [Member]
Liquidity and Capital Resources [Abstract]
Loan proceeds		$ 110,000
Repayment of related party loan	$ 110,000

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Balance Sheet (Details) - USD ($)	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Mar. 15, 2021
Balance Sheet [Abstract]
Prepaid expenses	$ 467,021	$ 591,157	$ 741,545	$ 894,333	$ 993,608
Total current assets	1,809,456	2,113,024	2,606,255	3,112,435	3,573,266
Total Assets	287,391,235	284,790,944	284,527,352	284,660,383	285,094,449
Accumulated Deficit	2,035,850	(7,293,245)	(7,010,509)	(6,712,773)	(6,245,863)
Total Stockholders' Deficit	2,036,540	(7,292,555)	(7,009,819)	(6,712,083)	(6,245,173)	$ 0
Total Liabilities, Temporary Equity and Stockholders' Deficit	$ 287,391,235	284,790,944	284,527,352	284,660,383	$ 285,094,449
As Previously Reported [Member]
Balance Sheet [Abstract]
Prepaid expenses		182,315	459,537	732,415
Total current assets		1,704,182	2,324,247	2,950,517
Total Assets		284,382,102	284,245,344	284,498,465
Accumulated Deficit		(7,702,087)	(7,292,517)	(6,874,691)
Total Stockholders' Deficit		(7,701,397)	(7,291,827)	(6,874,001)
Total Liabilities, Temporary Equity and Stockholders' Deficit		284,382,102	284,245,344	284,498,465
Adjustment [Member]
Balance Sheet [Abstract]
Prepaid expenses		408,842	282,008	161,918
Total current assets		408,842	282,008	161,918
Total Assets		408,842	282,008	161,918
Accumulated Deficit		408,842	282,008	161,918
Total Stockholders' Deficit		408,842	282,008	161,918
Total Liabilities, Temporary Equity and Stockholders' Deficit		$ 408,842	$ 282,008	$ 161,918

RESTATEMENT OF PREVIOUSLY ISS_4

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Changes in Stockholders' Deficit (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Mar. 15, 2021
Statement of Changes in Stockholders' Deficit [Abstract]
Net loss	$ 247,619	$ (156,141)	$ (466,910)	$ (623,050)	$ (375,430)	$ (381,894)	$ 1,550,733
Accumulated Deficit	(7,293,245)	(7,010,509)	(6,712,773)	(7,010,509)	(7,293,245)	(6,245,863)	2,035,850
Total Stockholders' Deficit	(7,292,555)	(7,009,819)	(6,712,083)	(7,009,819)	(7,292,555)	$ (6,245,173)	$ 2,036,540	$ 0
As Previously Reported [Member]
Statement of Changes in Stockholders' Deficit [Abstract]
Net loss	120,785	(276,230)	(628,828)	(905,058)	(784,272)
Accumulated Deficit	(7,702,087)	(7,292,517)	(6,874,691)	(7,292,517)	(7,702,087)
Total Stockholders' Deficit	(7,701,397)	(7,291,827)	(6,874,001)	(7,291,827)	(7,701,397)
Adjustment [Member]
Statement of Changes in Stockholders' Deficit [Abstract]
Net loss	126,834	120,089	161,918	282,008	408,842
Accumulated Deficit	408,842	282,008	161,918	282,008	408,842
Total Stockholders' Deficit	$ 408,842	$ 282,008	$ 161,918	$ 282,008	$ 408,842

RESTATEMENT OF PREVIOUSLY ISS_5

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Operations (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
Formation and operating costs	$ 362,596	$ 499,429	$ 493,675	$ 993,103	$ 1,355,699	$ 383,077	$ 1,736,604
Operating loss	(362,596)	499,429	(493,675)	993,103	(1,355,699)	(383,077)	(1,736,604)
Income (loss) before income tax	394,227	(126,281)		(593,189)	(198,962)	(381,894)	2,323,992
Net loss	$ 247,619	$ (156,141)	$ (466,910)	$ (623,050)	$ (375,430)	(381,894)	1,550,733
Class A Common Stock [Member]
Income Statement [Abstract]
Net loss						$ (120,559)	$ 1,240,586
Basic net loss per common share (in dollars per share)	$ 0.01	$ 0	$ (0.01)	$ (0.02)	$ (0.01)	$ (0.04)	$ 0.05
Diluted net loss per common share (in dollars per share)	0.01	0	(0.01)	(0.02)	(0.01)	$ (0.04)	$ 0.05
Class B Common Stock [Member]
Income Statement [Abstract]
Net loss						$ (261,335)	$ 310,147
Basic net loss per common share (in dollars per share)	0.01	0	(0.01)	(0.02)	(0.01)	$ (0.04)	$ 0.05
Diluted net loss per common share (in dollars per share)	$ 0.01	$ 0	$ (0.01)	$ (0.02)	$ (0.01)	$ (0.04)	$ 0.05
As Previously Reported [Member]
Income Statement [Abstract]
Formation and operating costs	$ 489,430	$ 619,518	$ 655,593	$ 1,275,111	$ 1,764,541
Operating loss	(489,430)	619,518	(655,593)	1,275,111	(1,764,541)
Income (loss) before income tax	267,393	(246,370)		(875,197)	(607,804)
Net loss	$ 120,785	$ (276,230)	$ (628,828)	$ (905,058)	$ (784,272)
As Previously Reported [Member] \| Class A Common Stock [Member]
Income Statement [Abstract]
Basic net loss per common share (in dollars per share)	$ 0	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.02)
Diluted net loss per common share (in dollars per share)	0	(0.01)	(0.02)	(0.03)	(0.02)
As Previously Reported [Member] \| Class B Common Stock [Member]
Income Statement [Abstract]
Basic net loss per common share (in dollars per share)	0	(0.01)	(0.02)	(0.03)	(0.02)
Diluted net loss per common share (in dollars per share)	$ 0	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.02)
Adjustment [Member]
Income Statement [Abstract]
Formation and operating costs	$ (126,834)	$ (120,089)	$ (161,918)	$ (282,008)	$ (408,842)
Operating loss	126,834	(120,089)	161,918	(282,008)	408,842
Income (loss) before income tax	126,834	120,089		282,008	408,842
Net loss	$ 126,834	$ 120,089	$ 161,918	$ 282,008	$ 408,842
Adjustment [Member] \| Class A Common Stock [Member]
Income Statement [Abstract]
Basic net loss per common share (in dollars per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Diluted net loss per common share (in dollars per share)	0.01	0.01	0.01	0.01	0.01
Adjustment [Member] \| Class B Common Stock [Member]
Income Statement [Abstract]
Basic net loss per common share (in dollars per share)	0.01	0.01	0.01	0.01	0.01
Diluted net loss per common share (in dollars per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01

RESTATEMENT OF PREVIOUSLY ISS_6

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Cash Flows (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Statement of Cash Flows [Abstract]
Net loss	$ 247,619	$ (156,141)	$ (466,910)	$ (623,050)	$ (375,430)	$ (381,894)	$ 1,550,733
Change in prepaid expenses			99,275	252,062	402,450	$ (993,608)	$ 526,586
As Previously Reported [Member]
Statement of Cash Flows [Abstract]
Net loss	120,785	(276,230)	(628,828)	(905,058)	(784,272)
Change in prepaid expenses			261,193	534,070	811,292
Adjustment [Member]
Statement of Cash Flows [Abstract]
Net loss	$ 126,834	$ 120,089	161,918	282,008	408,842
Change in prepaid expenses			$ (161,918)	$ (282,008)	$ (408,842)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0
Cash	$ 1,342,435	$ 2,579,658

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Investments held in Trust Account (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Investments held in Trust Account [Abstract]
Investments held in Trust Account	$ 285,581,779	$ 281,521,183

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs associated with a Public Offering (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Offering Costs associated with a Public Offering [Abstract]
Transaction costs	$ 15,623,739
Underwriting fees	5,520,000
Deferred underwriting fees	9,660,000
Other costs	443,739
Deferred underwriting commission	$ 0	$ 9,660,000

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A Common Stock Subject to Possible Redemption [Abstract]
Common stock, subject to possible redemption	$ 281,520,000	$ 284,449,019
Remeasurement of Class A Common Stock to redemption value	11,299,554	2,929,019
Class A Common Stock [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Common stock, subject to possible redemption	$ 281,520,000	$ 284,449,019

SUMMARY OF SIGNIFICANT ACCOUN_9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income (Loss) per Common Share (Details) - USD ($)		3 Months Ended			6 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
		Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Numerator: [Abstract]
Allocation of net income (loss)		$ 247,619	$ (156,141)	$ (466,910)	$ (623,050)	$ (375,430)	$ (381,894)	$ 1,550,733
Class A Common Stock [Member]
Numerator: [Abstract]
Allocation of net income (loss)							$ (120,559)	$ 1,240,586
Denominator: [Abstract]
Weighted average shares outstanding, basic (in shares)							2,810,182	27,600,000
Weighted average shares outstanding, diluted (in shares)							2,810,182	27,600,000
Basic net income (loss) per common share (in dollars per share)		$ 0.01	$ 0	$ (0.01)	$ (0.02)	$ (0.01)	$ (0.04)	$ 0.05
Diluted net income (loss) per common share (in dollars per share)		0.01	0	(0.01)	(0.02)	(0.01)	$ (0.04)	$ 0.05
Class B Common Stock [Member]
Numerator: [Abstract]
Allocation of net income (loss)							$ (261,335)	$ 310,147
Denominator: [Abstract]
Weighted average shares outstanding, basic (in shares)	[1]						6,091,636	6,900,000
Weighted average shares outstanding, diluted (in shares)	[1]						6,091,636	6,900,000
Basic net income (loss) per common share (in dollars per share)		0.01	0	(0.01)	(0.02)	(0.01)	$ (0.04)	$ 0.05
Diluted net income (loss) per common share (in dollars per share)		$ 0.01	$ 0	$ (0.01)	$ (0.02)	$ (0.01)	$ (0.04)	$ 0.05

[1]On November 30, 2021, the Company effected a 1.2:1 stock split for each outstanding share of Class B common stock, resulting in the Sponsor holding an aggregate number of 6,900,000 Founder Shares. All share amounts retroactively restated to account for the share split as discussed in Note 5.

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - Initial Public Offering [Member] - $ / shares	Dec. 03, 2021	Dec. 31, 2022
Public Shares [Member]
Proposed Public Offering [Abstract]
Units issued (in shares)	27,600,000
Unit price (in dollars per share)	$ 10
Public Warrant [Member]
Proposed Public Offering [Abstract]
Number of securities to be called by each unit (in shares)		0.5
Warrants exercise price (in dollars per share)		$ 11.5
Class A Common Stock [Member]
Proposed Public Offering [Abstract]
Number of securities to be called by each unit (in shares)		1

PRIVATE PLACEMENTS (Details)

PRIVATE PLACEMENTS (Details) - USD ($)		10 Months Ended	12 Months Ended
PRIVATE PLACEMENTS (Details) - USD ($)	Dec. 03, 2021	Dec. 31, 2021	Dec. 31, 2022
Private Placement Warrants [Abstract]
Gross proceeds to be received from issuance of warrants		$ 15,226,000	$ 0
Private Placement Warrant [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	15,226,000	15,226,000	15,226,000
Share price (in dollars per share)	$ 1
Gross proceeds to be received from issuance of warrants	$ 15,226,000
Warrants exercise price (in dollars per share)			$ 11.5
Holding period for transfer, assignment or sale of warrants			30 days
Class A Common Stock [Member] \| Private Placement Warrant [Member]
Private Placement Warrants [Abstract]
Number of securities to be called by each warrant (in shares)			1

RELATED PARTIES, Founder Shares

RELATED PARTIES, Founder Shares (Details)			1 Months Ended	10 Months Ended	12 Months Ended
RELATED PARTIES, Founder Shares (Details)	Nov. 30, 2021 shares	May 04, 2021 USD ($)	Mar. 31, 2021 shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares
Founder Shares [Abstract]
Proceeds from issuance of common stock \| $				$ 25,000	$ 0
Stock split	1.2
Class A Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)				0	0
Class B Common Stock [Member]
Founder Shares [Abstract]
Issuance of Class B common stock to Sponsor (in shares)	6,900,000
Common stock, shares outstanding (in shares)				6,900,000	6,900,000
Sponsor [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock \| $					$ 25,000
Sponsor [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Issuance of Class B common stock to Sponsor (in shares)	6,900,000
Stock split	1.2
Founder Shares [Member] \| Sponsor [Member]
Founder Shares [Abstract]
Holding period for transfer, assignment or sale of Founder Shares					1 year
Founder Shares [Member] \| Sponsor [Member] \| Class A Common Stock [Member]
Founder Shares [Abstract]
Threshold trading days					20 days
Threshold consecutive trading days					30 days
Founder Shares [Member] \| Sponsor [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share) \| $ / shares					$ 12
Period after initial business combination					150 days
Founder Shares [Member] \| Sponsor [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Issuance of Class B common stock to Sponsor (in shares)			5,750,000
Proceeds from issuance of common stock \| $		$ 25,000
Common stock, shares forfeited (in shares)	900,000
Ownership interest, as converted percentage			20%
Common stock, shares outstanding (in shares)	6,900,000
Stock split	1.2
Founder Shares [Member] \| Sponsor [Member] \| Over-Allotment Option [Member]
Founder Shares [Abstract]
Common stock, shares forfeited (in shares)			750,000

RELATED PARTIES, Promissory Not

RELATED PARTIES, Promissory Note (Details) - USD ($)			9 Months Ended	10 Months Ended	12 Months Ended
RELATED PARTIES, Promissory Note (Details) - USD ($)	Dec. 06, 2021	Mar. 31, 2021	Dec. 05, 2021	Dec. 31, 2021	Dec. 31, 2022
Promissory Note [Abstract]
Proceeds from sponsor note				$ 110,000	$ 0
Repayment of sponsor note				$ 110,000	$ 0
Sponsor [Member] \| Promissory Note [Member]
Promissory Note [Abstract]
Related party transaction amount		$ 300,000
Proceeds from sponsor note			$ 110,000
Repayment of sponsor note	$ 110,000

RELATED PARTIES, General and Ad

RELATED PARTIES, General and Administrative Services (Details) - Sponsor [Member] - General and Administrative Services [Member] - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
General and Administrative Services [Abstract]
Related party transaction amount		$ 10,000
Fee amount	$ 10,000	$ 120,000
Maximum [Member]
General and Administrative Services [Abstract]
Utilities and secretarial and administrative support period		24 months

RELATED PARTIES, Related Party

RELATED PARTIES, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Loans [Abstract]
Related party transaction amount	$ 1,500,000
Share price (in dollars per share)	$ 1
Related parties, outstanding amount	$ 0	$ 0

RELATED PARTIES, Consulting Agr

RELATED PARTIES, Consulting Agreement (Details) - USD ($)	10 Months Ended	12 Months Ended
RELATED PARTIES, Consulting Agreement (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Consulting Agreement [Abstract]
Consulting fee	$ 0	$ 66,672

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2022 USD ($) Demand $ / shares shares
Registration Rights [Abstract]
Number of demands entitled to holders \| Demand	3
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments	45 days
Additional Units that can be purchased to cover over-allotments (in shares) \| shares	3,600,000
Underwriting discount (in dollars per share) \| $ / shares	$ 0.2
Underwriting discount \| $	$ 5,520,000
Deferred underwriter fee discount (in dollars per share) \| $ / shares	$ 0.35
Deferred underwriting fee \| $	$ 9,660,000

STOCKHOLDERS' EQUITY (DEFICIT),

STOCKHOLDERS' EQUITY (DEFICIT), Equity (Details)		12 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT), Equity (Details)	Nov. 30, 2021 shares	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Stockholder's Deficit [Abstract]
Preferred stock, shares authorized (in shares)		1,000,000	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)		0	0
Preferred stock, shares outstanding (in shares)		0	0
Stock split	1.2
Stock conversion basis of Class B to Class A ordinary shares at time of initial business combination		1
As-converted percentage for Class A ordinary shares after conversion of Class B shares		20%
Class A Common Stock [Member]
Stockholder's Deficit [Abstract]
Common stock, shares authorized (in shares)		70,000,000	70,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of votes per share \| Vote		1
Common stock, shares issued (in shares)		0	0
Common stock, shares outstanding (in shares)		0	0
Common stock, subject to possible redemption, shares outstanding (in shares)		27,600,000	27,600,000
Class B Common Stock [Member]
Stockholder's Deficit [Abstract]
Common stock, shares authorized (in shares)		12,500,000	12,500,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of votes per share \| Vote		1
Issuance of Class B common stock to Sponsor (in shares)	6,900,000
Common stock, shares issued (in shares)		6,900,000	6,900,000
Common stock, shares outstanding (in shares)		6,900,000	6,900,000

STOCKHOLDERS' EQUITY (DEFICIT_2

STOCKHOLDERS' EQUITY (DEFICIT), Warrants (Details) - $ / shares		10 Months Ended	12 Months Ended
	Dec. 03, 2021	Dec. 31, 2021	Dec. 31, 2022
WARRANTS [Abstract]
Period warrants to become excisable after business combination			30 days
Period to exercise warrants after public offerings			12 months
Warrants expiration period			5 years
Number of days to file registration statement			15 days
Period for registration statement to become effective			60 days
Limitation period to transfer, assign or sell warrants			30 days
Public Warrants [Member]
WARRANTS [Abstract]
Warrants issued (in shares)		13,800,000	13,800,000
Private Placement Warrant [Member]
WARRANTS [Abstract]
Warrants issued (in shares)	15,226,000	15,226,000	15,226,000
Redemption of Warrants for Cash When Price Equals or Exceeds $18.00 [Member] \| Common Class A [Member]
WARRANTS [Abstract]
Share price (in dollars per share)			$ 18
Warrant redemption price (in dollars per share)			$ 0.01
Redemption period			30 days
Threshold trading days			20 days
Threshold consecutive trading days			30 days
Redemption of Warrants for Cash When Price Equals or Exceeds $18.00 [Member] \| Common Class A [Member] \| Minimum [Member]
WARRANTS [Abstract]
Notice period to redeem warrants			30 days
Redemption of Warrants for Cash When Price Equals or Exceeds $10.00 [Member] \| Common Class A [Member]
WARRANTS [Abstract]
Share price (in dollars per share)			$ 10
Warrant redemption price (in dollars per share)			$ 0.1
Redemption of Warrants for Cash When Price Equals or Exceeds $10.00 [Member] \| Common Class A [Member] \| Minimum [Member]
WARRANTS [Abstract]
Notice period to redeem warrants			30 days

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details)		10 Months Ended	12 Months Ended
		Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) Vote $ / shares shares
Class A Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds		$ 276,000,000	$ 0
Private placement warrants proceeds in excess of fair value	[1]	(5,411,275)
Class A common stock subject to possible redemption		281,520,000	$ 284,449,019
Private Placement Warrant [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Private placement warrants proceeds in excess of fair value		$ (5,411,275)
Class A Common Stock [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Common Stock, shares authorized (in shares) \| shares			70,000,000
Common Stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Number of votes per share \| Vote			1
Common Stock, outstanding, subject to possible redemption (in shares) \| shares		27,600,000	27,600,000
Offering costs allocated to Class A common stock subject to possible redemption		$ (368,276)
Re-measurement of carrying value to redemption value		11,299,544	$ 2,929,019
Class A common stock subject to possible redemption		$ 281,520,000	$ 284,449,019

[1]On November 30, 2021, the Company effected a 1.2:1 stock split for each outstanding share of Class B common stock, resulting in the Sponsor holding an aggregate number of 6,900,000 Founder Shares. All share amounts retroactively restated to account for the share split as discussed in Note 5.

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Recurring [Member] \| Level 1 [Member]
Assets [Abstract]
Marketable securities held in the Trust Account	$ 285,581,779	$ 281,521,183

TAXES (Details)

TAXES (Details) - USD ($)	10 Months Ended	12 Months Ended
TAXES (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Deferred tax assets [Abstract]
Net operating losses	$ 127,274	$ 0
Start-up costs	47,076	365,419
Total deferred tax assets	174,350	365,419
Valuation Allowance	(174,350)	(365,419)
Deferred tax asset, net of allowance	0	0
Accrued investment income	0	(317,423)
Total deferred tax liabilities	0	(317,423)
Deferred tax liability, net	0	(317,423)
Federal [Abstract]
Current	0	455,836
Deferred	(174,350)	126,354
State and Local [Abstract]
Current	0	0
Deferred	0	0
Change in valuation allowance	174,350	191,069
Income tax provision	0	773,259
Federal net operating loss carryovers	$ 606,065	$ 0
Effective Income Tax Rate Reconciliation, Percent [Abstract]
U.S. federal statutory rate	21%	21%
NOL true up	0%	4%
Valuation allowance	(21.00%)	8.30%
Income tax provision	0%	33.30%