Direct Selling Acquisition (DSAQ) 10-Q15 May 232023 Q1 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	May 15, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Registrant Name	DIRECT SELLING ACQUISITION CORP.
Entity Central Index Key	0001871745
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	DSAQ
Security Exchange Name	NYSE
Entity File Number	001-40831
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Tax Identification Number	86-3676785
Entity Address, Address Line One	5800 Democracy Drive
Entity Address, City or Town	Plano
Entity Address, Postal Zip Code	75024
City Area Code	214
Local Phone Number	380-6020
Entity Address, State or Province	TX
Units [Member]
Document Information [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	DSAQ.U
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	DSAQ.W
Security Exchange Name	NONE
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,595,494
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Assets:
Cash	$ 1,369,435	$ 1,151,319
Prepaid expenses	99,649	114,915
Total current assets	1,469,084	1,266,234
Investments held in Trust Account	59,316,972	239,365,794
Total Assets	60,786,056	240,632,028
Liabilities [Abstract]
Franchise taxes payable	50,000	68,880
Federal income taxes payable	1,152,567	646,912
Due to related party	667	667
Promissory notes to related party	3,135,719	2,300,000
Accounts payable and accrued expenses	233,699	432,844
Total current liabilities	4,572,652	3,449,303
Warrant liability	1,856,000	928,000
Deferred underwriters' discount	8,050,000	8,050,000
Total Liabilities	14,478,652	12,427,303
Commitments and Contingencies (Note 6)
Redeemable Class A common stock subject to possible redemption, 5,595,494 and 23,000,000 shares at redemption value at March 31, 2023 and December 31, 2022, respectively	59,199,429	239,285,445
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(12,892,600)	(11,081,295)
Total Stockholders' Deficit	(12,892,025)	(11,080,720)
Total Liabilities, Redeemable Common Stock and Stockholders' Deficit	60,786,056	240,632,028
Common Class A [Member]
Stockholders' Deficit:
Common stock in value	0	0
Common Class B [Member]
Stockholders' Deficit:
Common stock in value	$ 575	$ 575

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Temporary Equity, Shares Outstanding	5,595,494	23,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	380,000,000	380,000,000
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Shares, Issued	5,750,000	5,750,000
Common Stock, Shares, Outstanding	5,750,000	5,750,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended
CONDENSED STATEMENT OF OPERATIONS - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Operating costs	$ 461,977	$ 792,281
Loss from operations	(461,977)	(792,281)
Other income:
Bank interest income	8,133	25
Interest earned on investments held in Trust Account	2,450,287	20,880
Change in fair value of warrant liability	(928,000)	5,800,000
Total other income, net	1,530,420	5,820,905
Income before provision for income taxes	1,068,443	5,028,624
Provision for income taxes	(505,655)	0
Net income	$ 562,788	$ 5,028,624
Common Class A [Member]
Other income:
Weighted average shares outstanding, Basic	21,259,549	23,000,000
Weighted average shares outstanding, Diluted	21,259,549	23,000,000
Net income per share, Basic	$ (0.07)	$ 0.17
Net income per share, Diluted	$ (0.07)	$ 0.17
Common Class B [Member]
Other income:
Weighted average shares outstanding, Basic	5,750,000	5,750,000
Weighted average shares outstanding, Diluted	5,750,000	5,750,000
Net income per share, Basic	$ (0.07)	$ 0.17
Net income per share, Diluted	$ (0.07)	$ 0.17

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	Common Stock [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Balance Begining at Dec. 31, 2021	$ (17,974,185)		$ 575	$ 0	$ (17,974,760)
Balance Begining, shares at Dec. 31, 2021			5,750,000
Accretion of carrying value to redemption value	0
Net income	5,028,624				5,028,624
Balance end at Mar. 31, 2022	(12,945,561)		$ 575	0	(12,946,136)
Balance ending ,shares at Mar. 31, 2022			5,750,000
Balance Begining at Dec. 31, 2022	(11,080,720)		$ 575	0	(11,081,295)
Balance Begining, shares at Dec. 31, 2022			5,750,000
Accretion of carrying value to redemption value	(2,374,093)	$ (1,894,093)			(2,374,093)
Net income	562,788				562,788
Balance end at Mar. 31, 2023	$ (12,892,025)		$ 575	$ 0	$ (12,892,600)
Balance ending ,shares at Mar. 31, 2023			5,750,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net income	$ 562,788	$ 5,028,624
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability	928,000	(5,800,000)
Interest earned on investments held in Trust Account	(2,450,287)	(20,880)
Changes in current assets and liabilities:
Prepaid assets	15,266	183,481
Taxes payable	486,775	(10,274)
Accrued offering costs and expenses	(199,145)	286,849
Net cash used in operating activities	(656,603)	(332,200)
Cash flows from investing activities:
Withdraw from Trust Account to pay taxes	519,000	0
Withdraw from Trust Account for redemptions of stock	182,460,109	0
Funding of Trust Account	(480,000)	0
Net cash provided by investing activities	182,499,109	0
Cash flows from financing activities:
Funds withdrawn for redemptions	(182,460,109)	0
Proceeds from issuance of promissory note to related party	835,719	0
Net cash used in financing activities	(181,624,390)	0
Net change in cash	218,116	(332,200)
Cash, beginning of the period	1,151,319	1,041,948
Cash, end of the period	1,369,435	709,748
Supplemental disclosure of non-cash flow financing activities:
Accretion of carrying value to redemption value	$ 2,374,093	$ 0

Organization, Business Operatio

Organization, Business Operations	3 Months Ended
Organization, Business Operations	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business Operations	Note 1 — Organization, Business Operations Direct Selling Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on March 9, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any business or industry. As of March 31, 2023, the Company had not commenced operations. All activity for the period from March 9, 2021 (inception) through March 31, 2023 relates to the Company’s formation and the initial public offering (the “Public Offering”). The Company will not generate operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s Sponsor is DSAC Partners LLC, a Delaware limited liability company (the “Sponsor”). On September 28, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units” and with respect to the Class A common stock included in the Units sold, the “Public Shares”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half Simultaneously with the closing of the Public Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 11,700,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $11,700,000. The Private Placement Warrants are identical to the Public Warrants included as part of the Units sold in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the shares of Class A common stock issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”), as amended. A total of $234,600,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time of signing the agreement to enter into the Business Combination. However, the Company will only complete such 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”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Public Offering, $10.20 per Unit sold in the Public Offering, including the proceeds of the sale of the Private Placement Warrants, is held in a Trust Account and invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The shares of common stock subject to redemption are recorded at redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company had only 18 months (or March 28, 2023) from the closing of the Public Offering with the deposit into the Trust Account for a three-month extension of $2,300,000 ($0.10 per share), or any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to the Company’s Charter (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period. On March 17, 2023, the Company announced that it entered into a non-binding letter of intent (“LOI”) for a potential business combination with a private company in the urban mobility sector. No assurances can be made that the Company will successfully negotiate and enter into a definitive agreement for a business combination or that the Company will be successful in completing the business combination. The initial stockholders, Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor did it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions and economically similar transactions) of stock by publicly traded U.S. corporations on or after January 1, 2023. Because we are a Delaware corporation and our securities are trading on the New York Stock Exchange, we are a “covered corporation” within the meaning of the IR Act. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is generally 1% of the fair market value of the shares repurchased, determined at the time of the repurchase. Corporations are permitted to net the fair market value of certain new stock issuances by such corporation against the fair market value of stock repurchases (or deemed repurchases) during the same taxable year to reduce or eliminate the amount of excise tax that would otherwise apply. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. On December 27, 2022, the Treasury published Notice 2023-2 Because the application of the excise tax is not entirely clear, any share redemption or other share repurchase may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax will depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the excise tax, (ii) the fair market value of the redemptions treated as repurchases in connection with a Business Combination, (iii) the structure of a Business Combination and whether any such transaction closes, (iv) the nature and amount of any private investment in public equity (“PIPE”) or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination), (v) whether we consummate a Business Combination, and (vi) the content of regulations and other guidance issued by the Treasury. Because the excise tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could reduce the cash available to complete a Business Combination and inhibit our ability to complete a Business Combination. Liquidity and Capital Resources As of March 31, 2023, the Company had $1,369,435 in its operating bank account and a working capital deficit of $1,901,001. In order to finance transaction costs in connection with a Business Combination or any extension of the deadline by which the Company must consummate its initial Business Combination or liquidate, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligation to, loan the Company funds as may be required (the “Working Capital Loans”). The Company has entered into promissory notes (“Promissory Notes”) with the Sponsor for a total of $3,135,719. These Notes bear no interest and are due upon liquidation or consummation of an initial Business Combination. If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The Company has until June 28, 2023, unless otherwise extended pursuant to the Charter, to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination within 12 months from the issuance date of these financial statements or obtain additional working capital loans from the Sponsor. If an initial Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In the event of a dissolution, we anticipate a shortfall of liquidity. Our anticipated shortfall of sufficient liquidity to meet our current and future estimated financial obligations raises substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the accompanying financial statements are issued. We plan to address this uncertainty through working capital loans and through consummation of our initial Business Combination. There is no assurance that working capital loans will be available to us or that our plans to consummate an initial Business Combination will be successful. Proxy Meeting On March 24, 2023, the Company held an Extension Meeting to, in part, amend its charter to extend its Termination Date from March 28, 2023 (the “Original Termination Date”) to June 28, 2023 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to nine times by an additional one month each time after the Charter Extension Date, by resolution of our board of directors (the “Board”), if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 28, 2024 (each, an “Additional Charter Extension Date”) or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”). For each monthly extension of the Charter Extension Date the Company will deposit $160,000 into the Trust Account. In connection with that vote, the holders of 17,404,506 Class A common stock of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.48 per share, for an aggregate redemption amount of $182,460,109. After the satisfaction of such redemptions, the balance in the Company’s trust account was approximately $58,660,352 (including interest not previously released to the Company but net of expected franchise and income taxes payable).

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
Significant Accounting Policies	Mar. 31, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ 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 had $1,369,435 and $1,151,319 in cash and did not have any cash equivalents as of March 31, 2023 or December 31, 2022. Investments Held in Trust Account At March 31, 2023 or December 31, 2022, investments held in the Trust Account include investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). 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 Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the Class A common stock contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($10.58 and $10.40 per share at March 31, 2023 and December 31, 2022, respectively) at the end of each reporting period. Such changes are reflected in additional paid-in capital, Net Income (Loss) Per Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The 23,200,000 potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per common stock for the three months ended March 31, 2023 and 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per common stock for each class of common stock. For the three months ended For the three months ended Net income $ 562,788 $ 5,028,624 Accretion of temporary equity to redemption value (2,374,093 ) — Net income (loss) including accretion of temporary equity to redemption value $ (1,811,305 ) $ 5,028,624 For the Three Months Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share of common Numerator: Allocation of net (loss) income $ (1,425,701 ) $ (385,604 ) $ 4,022,899 $ 1,005,725 Denominator: Weighted-average shares outstanding 21,259,549 5,750,000 23,000,000 5,750,000 Basic and diluted net (loss) income per common stock $ (0.07 ) $ (0.07 ) $ 0.17 $ 0.17 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. As of March 31, 2023 and December 31, 2022, the Company reported warrants issued at the consummation of the Public Offering at their fair value. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 non-current net-cash Warrants The Company accounts for the 23,200,000 warrants issued in connection with the Public Offering and Private Placement Warrants in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured non-current to re-evaluation Working Capital Loan Conversion Option One of the Company’s Promissory Notes was entered into on December 28, 2022, whereby the Sponsor agreed to loan the Company $2,300,000 in connection with the extension of the date by which the Company has to consummate a Business Combination from December 28, 2022, to March 28, 2023. At the option of the Sponsor, up to $1,500,000 of the Convertible Note may be converted into warrants of the Company at a price of $1.00 per warrant (1,500,000 warrants) with each Warrant exercisable for one share of Class A common stock, $0.0001 par value per share (“Convertible Note” or “Working Capital Loan”). The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of March 31, 2023 and December 31, 2022, there was $2,300,000 outstanding under the Working Capital Loans. This amount is reported on the balance sheet as promissory notes to related party on the balance sheet. The Working Capital Loan Conversion Option qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value. As of March 31, 2023 and December 31, 2022, the value of the Working Capital Loan Conversion Option was $0. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC740-270-25-2 ASC740-270-30-5. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC740-270-25-3 The Company is taking the position that the deferred tax asset related to the unutilized net operating loss (“NOL”) should still be fully reserved. While interest rates have increased, the actual amount of interest income for tax purposes may differ significantly due to the timing of treasuries purchased, whether the Company invests in treasuries or potential unrealized interest income based on maturity. Additionally, the NOL utilization is limited to 80% so the approach and estimate used in the interim period is conservative in nature while reviewing the pertinent facts unique to the Company’s income tax situation. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations 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. Recent Accounting Standards The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Common Stock Subject to Redempt

Common Stock Subject to Redemption	3 Months Ended
Common Stock Subject to Redemption	Mar. 31, 2023
Disclosure of Common Stock Subject to Redemption [Abstract]
Common Stock Subject to Redemption	Note 3 — Common Stock Subject to Redemption All of the Class A common stock contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital As of March 31, 2023 and December 31, 2022, the Class A common stock reflected on the balance sheets are reconciled in the following table: Contingently redeemable common stock at January 1, 2022 $ 234,600,000 Plus: Accretion to redemption value from earnings 2,385,445 Accretion to redemption value from additional funding 2,300,000 Contingently redeemable common stock at December 31, 2022 239,285,445 Less: Redemptions (182,460,109 ) Plus: Accretion of carrying value to redemption value 1,894,093 Accretion to redemption value from additional funding 480,000 Contingently redeemable common stock at March 31, 2023 $ 59,199,429 Public Warrants Each whole Public Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of Public Warrants for Cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Public Warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Public Warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of such Public Warrant. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrant. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a Unit containing such Public Warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Public Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the initial Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Public Warrants for Cash Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant for any 20 trading days within a 30-trading day three The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 day redemption period, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by the Company, they may exercise their redemption right even if they are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Related Party Transactions

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On June 7, 2021, the Sponsor paid $25,000 of deferred offering costs on behalf of the Company in exchange for 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). The initial stockholders, officers and directors have agreed not to transfer, assign or sell any founder shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; or (2) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements the Sponsor with respect to any founder shares (the “Lock-up”). Notwithstanding any 30-trading day the lock-up. Promissory Note — Related Party In March 2023 the Company borrowed $835,719 and formalized a promissory note with the Sponsor in May 2023. This loan is non-interest Working Capital Loans On December 28, 2022, the Company issued the Convertible Note in the principal amount of $2,300,000 to the Company’s Sponsor in connection with the extension of the date by which the Company has to consummate a Business Combination from December 28, 2022, to March 28, 2023. The Convertible Note is non-interest Administrative Service Fee The Company has entered into an administrative services agreement pursuant to which the Company will pay of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2023 and 2022, the Company incurred and accrued $30,000 in administrative service fees, respectively, of which were included in due to related party.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	3 Months Ended
Recurring Fair Value Measurements	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 5 — Recurring Fair Value Measurements Investment Held in Trust Account At March 31, 2023 and December 31, 2022, investments held in the Trust Account were held in a money market fund that invests in U.S. government treasury securities. The Company reports this fund at fair market value. Warrants Under the guidance in ASC 815-40 re-measurement re-measurement, The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. At March 31, 2023 and December 31, 2022, the terms and conditions of the Company’s Private Placement Warrants are substantially the same as the Company’s Public Warrants. As such, they are economically equivalent and the Company’s warrant liability for the Private Placement Warrants is based on the price of the Company’s Public Warrants. The fair value of the Private Placement Warrants liability is classified within Level 2 of the fair value hierarchy at March 31, 2023 and December 31, 2022. Working Capital Loan Conversion Option The Company’s Convertible Promissory Note contains an embedded option whereby up to $1,500,000 of the Convertible Note may be converted into the Company’s warrants. The embedded Working Capital Loan Conversion Option is accounted for as a liability in accordance with ACS815-40 The following tables presents fair value information as of March 31, 2023 and December 31, 2022 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2023 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 59,316,972 $ — $ — Liabilities: Working Capital Loan Conversion Option $ — $ — $ — Public Warrants 920,000 — — Private Placement Warrants — 936,000 — $ 920,000 $ 936,000 $ — December 31, 2022 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 239,365,794 $ — $ — Liabilities: Working Capital Loan Conversion Option $ — $ — $ — Public Warrants 460,000 — — Private Placement Warrants — 468,000 — $ 460,000 $ 468,000 $ —

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering and the shares of Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters are entitled to a deferred underwriting discount of 3.5% or $8,050,000 of the gross proceeds of the Public Offering held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Attorney Fees At March 31, 2023 and December 31, 2022, the company has owes $100,000 and $400,000, respectively, in attorney fees reported in accounts payable and accrued expenses on the condensed balance sheet. These fees are contingent on the consummation of a Business Combination.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
Stockholders' Deficit	Mar. 31, 2023
Stockholders' Equity Attributable to Parent [Abstract]
Stockholders' Deficit	Note 7 — Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 380,000,000 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 March 31, 2023 and December 31, 2022, there were no shares issued or outstanding excluding 5,595,494 and 23,000,000 shares of Class A common stock issued or outstanding that are subject to possible redemption, respectively. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 5,750,000 shares of Class B common stock issued and outstanding. The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one

Subsequent Events

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than noted below. On May 5, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $835,719 to the Sponsor. The Note does not bear interest and matures upon closing of the Company’s Business Combination. In the event that the Company does not complete a Business Combination, the Note will be repaid only from funds held outside of the Trust Account established in connection with the Company’s IPO, or will be forfeited, eliminated or otherwise forgiven. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ 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 had $1,369,435 and $1,151,319 in cash and did not have any cash equivalents as of March 31, 2023 or December 31, 2022.
Investments Held in Trust Account	Investments Held in Trust Account At March 31, 2023 or December 31, 2022, investments held in the Trust Account include investments substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).
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 Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the Class A common stock contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($10.58 and $10.40 per share at March 31, 2023 and December 31, 2022, respectively) at the end of each reporting period. Such changes are reflected in additional paid-in capital,
Net Income (Loss) Per Common Stock	Net Income (Loss) Per Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The 23,200,000 potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per common stock for the three months ended March 31, 2023 and 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per common stock for each class of common stock. For the three months ended For the three months ended Net income $ 562,788 $ 5,028,624 Accretion of temporary equity to redemption value (2,374,093 ) — Net income (loss) including accretion of temporary equity to redemption value $ (1,811,305 ) $ 5,028,624 For the Three Months Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share of common Numerator: Allocation of net (loss) income $ (1,425,701 ) $ (385,604 ) $ 4,022,899 $ 1,005,725 Denominator: Weighted-average shares outstanding 21,259,549 5,750,000 23,000,000 5,750,000 Basic and diluted net (loss) income per common stock $ (0.07 ) $ (0.07 ) $ 0.17 $ 0.17
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. As of March 31, 2023 and December 31, 2022, the Company reported warrants issued at the consummation of the Public Offering at their fair value. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 non-current net-cash
Warrants	Warrants The Company accounts for the 23,200,000 warrants issued in connection with the Public Offering and Private Placement Warrants in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured non-current to re-evaluation
Working Capital Loan Conversion Option	Working Capital Loan Conversion Option One of the Company’s Promissory Notes was entered into on December 28, 2022, whereby the Sponsor agreed to loan the Company $2,300,000 in connection with the extension of the date by which the Company has to consummate a Business Combination from December 28, 2022, to March 28, 2023. At the option of the Sponsor, up to $1,500,000 of the Convertible Note may be converted into warrants of the Company at a price of $1.00 per warrant (1,500,000 warrants) with each Warrant exercisable for one share of Class A common stock, $0.0001 par value per share (“Convertible Note” or “Working Capital Loan”). The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of March 31, 2023 and December 31, 2022, there was $2,300,000 outstanding under the Working Capital Loans. This amount is reported on the balance sheet as promissory notes to related party on the balance sheet. The Working Capital Loan Conversion Option qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value. As of March 31, 2023 and December 31, 2022, the value of the Working Capital Loan Conversion Option was $0.
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC740-270-25-2 ASC740-270-30-5. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC740-270-25-3 The Company is taking the position that the deferred tax asset related to the unutilized net operating loss (“NOL”) should still be fully reserved. While interest rates have increased, the actual amount of interest income for tax purposes may differ significantly due to the timing of treasuries purchased, whether the Company invests in treasuries or potential unrealized interest income based on maturity. Additionally, the NOL utilization is limited to 80% so the approach and estimate used in the interim period is conservative in nature while reviewing the pertinent facts unique to the Company’s income tax situation. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations 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.
Recent Accounting Standards	Recent Accounting Standards The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
Significant Accounting Policies (Tables)	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	For the three months ended For the three months ended Net income $ 562,788 $ 5,028,624 Accretion of temporary equity to redemption value (2,374,093 ) — Net income (loss) including accretion of temporary equity to redemption value $ (1,811,305 ) $ 5,028,624 For the Three Months Ended 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share of common Numerator: Allocation of net (loss) income $ (1,425,701 ) $ (385,604 ) $ 4,022,899 $ 1,005,725 Denominator: Weighted-average shares outstanding 21,259,549 5,750,000 23,000,000 5,750,000 Basic and diluted net (loss) income per common stock $ (0.07 ) $ (0.07 ) $ 0.17 $ 0.17

Common Stock Subject to Redem_2

Common Stock Subject to Redemption (Tables)	3 Months Ended
Common Stock Subject to Redemption (Tables)	Mar. 31, 2023
Equity [Abstract]
Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet	As of March 31, 2023 and December 31, 2022, the Class A common stock reflected on the balance sheets are reconciled in the following table: Contingently redeemable common stock at January 1, 2022 $ 234,600,000 Plus: Accretion to redemption value from earnings 2,385,445 Accretion to redemption value from additional funding 2,300,000 Contingently redeemable common stock at December 31, 2022 239,285,445 Less: Redemptions (182,460,109 ) Plus: Accretion of carrying value to redemption value 1,894,093 Accretion to redemption value from additional funding 480,000 Contingently redeemable common stock at March 31, 2023 $ 59,199,429

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	3 Months Ended
Recurring Fair Value Measurements (Tables)	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measurements, Recurring and Nonrecurring	The following tables presents fair value information as of March 31, 2023 and December 31, 2022 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2023 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 59,316,972 $ — $ — Liabilities: Working Capital Loan Conversion Option $ — $ — $ — Public Warrants 920,000 — — Private Placement Warrants — 936,000 — $ 920,000 $ 936,000 $ — December 31, 2022 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 239,365,794 $ — $ — Liabilities: Working Capital Loan Conversion Option $ — $ — $ — Public Warrants 460,000 — — Private Placement Warrants — 468,000 — $ 460,000 $ 468,000 $ —

Organization, Business Operat_2

Organization, Business Operations - Additional Information (Detail) - USD ($)			3 Months Ended
	Mar. 24, 2023	Sep. 28, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 28, 2022	Aug. 16, 2022
Funding of Trust Account		$ 234,600,000	$ 480,000	$ 0
Per share value of restricted assets		$ 10.2
Term of restricted investments		180 days
Period within which Business combination shall be completed from the closing of initial public offer			18 months
Cash			$ 1,369,435
Net working capital			1,901,001
Deposit to trust account for each monthly extension of the charter extension date	$ 160,000
Number of stock bought back by the entity at the exercise price or redemption price	17,404,506
Share redemption price	$ 10.48
Equity impact of the value of stock bought back by the entity at the exercise price or redemption price	$ 182,460,109
Asset held in trust account, noncurrent	$ 58,660,352		59,316,972		$ 239,365,794
Foreign Tax Authority [Member]
Excise Tax Rate							1%
Redemption Event [Member]
Minimum net worth required for compliance			5,000,001
Working Capital Loans [Member]
Debt Instrument, Convertible, Carrying Amount of Equity Component			$ 1,500,000
Debt Instrument, Convertible, Conversion Price			$ 1
Sponsor [Member] \| Convertible Promissory Note [Member]
Class of warrant or right, Number of securities called by each warrant or right						1
Debt instrument, face amount			$ 3,135,719			$ 2,300,000
Debt Instrument, Convertible, Carrying Amount of Equity Component						$ 1,500,000
Debt Instrument, Convertible, Conversion Price			$ 1			$ 1
Minimum [Member]
Prospective assets of acquiree as a percentage of fair value of assets in the trust account			80%
Minimum [Member] \| Business Combination [Member]
Equity method investment, Ownership percentage			50%
Private Placement Warrants [Member]
Lock in period		30 days
Common Class A [Member]
Entity incorporation, Date of incorporation			Mar. 09, 2021
Temporary equity, Par or stated value per share		$ 0.0001
Proceeds from Initial Public Offering, net of costs		$ 230,000,000
Public Share [Member]
Percentage of public shares to be redeemed in case business combination is not consummated			100%
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities			$ 100,000
Share price			$ 10.2
Temporary equity, Liquidation preference per share			$ 10.2
IPO [Member]
Cash deposited in restricted assets for extending business combination completion period, Amount			$ 2,300,000
Cash deposited in restricted assets for extending business combination completion period, Per share value			$ 0.1
Period of extension in business combination completion period			3 months
IPO [Member] \| Common Class A [Member]
Stock issued during period, Shares		23,000,000
Shares issued, Price per share		$ 10
IPO [Member] \| Warrant [Member] \| Common Class A [Member]
Class of warrant or right, Number of securities called by each warrant or right		1
Class of warrant or right, Exercise price of warrants or rights		$ 11.5
Private Placement [Member] \| Private Placement Warrants [Member]
Payments for underwriting expense		$ 0
Private Placement [Member] \| Private Placement Warrants [Member] \| Sponsor [Member]
Class of warrant or right issued during period, Warrants		11,700,000
Class of warrant or right issued during period, Warrants, Price per warrant		1
Proceeds from Private Placement Warrants		$ 11,700,000

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Detail)			3 Months Ended
	Dec. 28, 2022 USD ($) $ / Warrants $ / shares shares	Sep. 28, 2021 USD ($) shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares
Cash equivalents at carrying value			$ 1,369,435		$ 1,151,319
Cash, FDIC insured amount			250,000		250,000
Unrecognized tax benefits			0		0
Unrecognized tax benefits, Income tax penalties and interest accrued			0		0
Fair value adjustments of warrants			$ 928,000	$ (5,800,000)
Operating Loss Carryforwards, Limitations on Use			NOL utilization is limited to 80%
Statutory federal income tax rate			21%
Effective Income Tax Rate			47.30%	0%
Public Warrant [Member]
Fair value adjustments of warrants				$ 928,000
Private Warrant [Member]
Fair value adjustments of warrants			$ 1,856,000
Redemption Event [Member]
Minimum net worth required for compliance		$ 5,000,001
Ipo And Private Placement [Member] \| Warrant [Member]
Class of warrant or right issued during period, Warrants \| shares		23,200,000
Working Capital Loan Conversion Option [Member]
Derivative liability			0
Sponsor [Member] \| Convertible Promissory Note [Member]
Debt instrument, convertible, number of warrants \| $ / Warrants	1,500,000
Number of common stock into which each warrant or right to be converted \| shares	1
Debt instrument, face amount	$ 2,300,000		$ 3,135,719
Debt instrument, convertible, carrying amount of equity component	$ 1,500,000
Debt instrument, convertible, conversion price \| $ / shares	$ 1		$ 1
Common stock, par value \| $ / shares	$ 0.0001
Notes payable, related parties			$ 2,300,000		$ 2,300,000
Common Class A [Member]
Temporary equity, Shares outstanding \| shares			5,595,494		23,000,000
Temporary equity, Redemption price per share \| $ / shares			$ 10.58		$ 10.4
Antidilutive securities excluded from computation of earnings per share, Amount \| shares			23,200,000
Common stock, par value \| $ / shares			$ 0.0001		$ 0.0001

Significant Accounting Polici_5

Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net income	$ 562,788	$ 5,028,624
Accretion of carrying value to redemption value	(2,374,093)	0
Net income (loss) including accretion of temporary equity to redemption value	(1,811,305)	5,028,624
Common Class A [Member]
Numerator:
Net income	$ (1,425,701)	$ 4,022,899
Denominator
Weighted average shares outstanding, Basic	21,259,549	23,000,000
Weighted average shares outstanding, Diluted	21,259,549	23,000,000
Net (loss) income per share, Basic	$ (0.07)	$ 0.17
Net (loss) income per share, Diluted	$ (0.07)	$ 0.17
Common Class B [Member]
Numerator:
Net income	$ (385,604)	$ 1,005,725
Denominator
Weighted average shares outstanding, Basic	5,750,000	5,750,000
Weighted average shares outstanding, Diluted	5,750,000	5,750,000
Net (loss) income per share, Basic	$ (0.07)	$ 0.17
Net (loss) income per share, Diluted	$ (0.07)	$ 0.17

Common Stock Subject to Redem_3

Common Stock Subject to Redemption - Additional Information (Detail)		3 Months Ended
	Mar. 31, 2023 $ / shares shares	Mar. 31, 2023 $ / shares shares
Number of days after consummation of business combination within which the filing shall be done	15 days
Number of days after the consummation of Business Combination within which securities registration shall be effective	60 days
Share Price Equals Or Exceeds Eighteen USD [Member]
Number of days determining share price	3 days
Public Warrants [Member]
Class of warrants, Exercise price adjustment percentage	60%	60%
Warrants and rights, Outstanding term	5 years	5 years
Class of warrants or rights, Redemption price per warrant \| shares	0.01	0.01
Minimum notice period	30 days	30 days
Common Class A [Member] \| Share Price Less Than Nine Point Twenty USD [Member]
Share price	$ 9.2	$ 9.2
Common Class A [Member] \| Share Price Eighteen USD [Member] \| Redemption Price Trigger [Member]
Share price	18	18
Common Class A [Member] \| Share Price Equals Or Exceeds Eighteen USD [Member]
Share price	$ 18	$ 18
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Common Class A [Member] \| Public Warrants [Member]
Class of warrant or right, Number of securities called by each warrant or right \| shares	1	1
Class of warrant or right, Exercise price of warrants or rights	$ 11.5	$ 11.5
Number of days determining volume weighted average trading price per share	20 days
Common Class A [Member] \| Public Warrants [Member] \| Share Price Less Than Nine Point Twenty USD [Member]
Volume weighted average trading price per share	$ 9.2	$ 9.2
Class of warrants, Exercise price adjustment percentage	115%	115%
Common Class A [Member] \| Public Warrants [Member] \| Share Price Eighteen USD [Member] \| Redemption Price Trigger [Member]
Class of warrants, Exercise price adjustment percentage	180%	180%

Common Stock Subject to Redem_4

Common Stock Subject to Redemption - Summary of Reconciliation of Common Stock Reflected in the Balance Sheet (Detail) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Jan. 01, 2022
Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet [Line Items]
Accretion of carrying value to redemption value	$ 2,374,093	$ 0
Contingently redeemable common stock	59,199,429		$ 239,285,445
Common Stock [Member]
Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet [Line Items]
Accretion of carrying value to redemption value	1,894,093
Accretion to redemption value from earnings	480,000		2,385,445
Accretion to redemption value from additional funding			2,300,000
Redemptions	(182,460,109)
Contingently redeemable common stock	$ 59,199,429		$ 239,285,445	$ 234,600,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)			3 Months Ended
	Mar. 31, 2023	Jun. 07, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 28, 2022
Proceeds from related party debt			$ 835,719	$ 0
Sponsor [Member] \| Commercial Paper [Member]
Proceeds from related party debt			835,719
Sponsor [Member] \| Convertible Promissory Note [Member]
Debt instrument, face amount	$ 3,135,719		$ 3,135,719			$ 2,300,000
Debt instrument, convertible, carrying amount of equity component						$ 1,500,000
Debt instrument, Convertible, Conversion price	$ 1		$ 1			$ 1
Notes payable, related parties	$ 2,300,000		$ 2,300,000		$ 2,300,000
Common stock, par value						$ 0.0001
Administration And Support Services [Member]
Accrued related party costs			30,000	$ 30,000
Administration And Support Services [Member] \| Affiliate Of The Sponsor [Member]
Related party transaction, Amounts of transaction			$ 10,000
Common Class A [Member]
Common stock, par value	$ 0.0001		$ 0.0001		$ 0.0001
Common Class A [Member] \| Founder Shares Transfer Event [Member] \| Share Price Equals Or Exceeds Twelve USD [Member]
Share price	$ 12		12
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Threshold number of trading days determining share price	150 days
Common Class B [Member]
Common stock, par value	$ 0.0001		$ 0.0001		$ 0.0001
Common Class B [Member] \| Founder Shares [Member] \| Sponsor [Member]
Stock issued during period, Value, Issued for services		$ 25,000
Stock issued during period, Shares, Issued for services		5,750,000

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Working Capital Loan Conversion Option [Member]
Liabilities, Fair Value Disclosure [Abstract]
Derivative liability	$ 0
Fair Value, Inputs, Level 1 [Member]
Assets, Fair Value Disclosure [Abstract]
Investments held in Trust Account	59,316,972	$ 239,365,794
Liabilities, Fair Value Disclosure [Abstract]
Derivative liability	920,000	460,000
Fair Value, Inputs, Level 1 [Member] \| Working Capital Loan Conversion Option [Member]
Liabilities, Fair Value Disclosure [Abstract]
Derivative liability	0
Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Derivative liability	936,000	468,000
Public Warrants [Member] \| Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Derivative liability	920,000	460,000
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 2 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Derivative liability	$ 936,000	$ 468,000

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements - Additional Information (Detail)	Mar. 31, 2023 USD ($)
Convertible Promissory Note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt conversion, original debt, amount	$ 1,500,000

Commitments - Additional Inform

Commitments - Additional Information (Detail)	Mar. 31, 2023 USD ($) Day	Dec. 31, 2022 USD ($)
Loss Contingencies [Line Items]
Deferred compensation liability classified noncurrent	$ 8,050,000	$ 8,050,000
Accounts Payable and Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Accrued attorney fees	$ 100,000	$ 400,000
Registration Rights Agreement [Member]
Loss Contingencies [Line Items]
Number of demands that can be made \| Day	3
Underwriting Agreement [Member]
Loss Contingencies [Line Items]
Percentage of deferred compensation liability classified noncurrent	3.50%
Deferred compensation liability classified noncurrent	$ 8,050,000

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Stockholders Equity [Line Items]
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Stockholders Equity [Line Items]
Common Stock, Shares Authorized	380,000,000	380,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Temporary Equity, Shares Issued	5,595,494
Temporary Equity, Shares Outstanding	5,595,494	23,000,000
Common Stock, Voting Rights	one
Percentage Of Common Stock Outstanding	20%
Common Class B [Member]
Stockholders Equity [Line Items]
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	5,750,000	5,750,000
Common Stock, Shares, Outstanding	5,750,000	5,750,000
Common Stock, Voting Rights	one

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail)	May 05, 2023 USD ($)
Subsequent Event [Member] \| Unsecured Promissory Note [Member]
Subsequent Event [Line Items]
Debt Instrument, Sponsor loan	$ 835,719