0001193125-23-088454 | 10-K | XBRL Viewer | Atlantic Coastal Acquisition Corp II

Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with U.S. 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 revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. One of the more significant accounting estimates included in these financial statements is the determination of fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. The Company had $392,446 in cash at December 31, 2022. The Company did not have any cash at December 31, 2021.

Marketable Securities Held in Trust Account

At December 31, 2022, all of the Company’s investments held in the Trust Account are United States Treasury Bills classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Series A Common Stock Subject to Possible Redemption

The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ACS Topic 480, “Distinguishing Liabilities from Equity.” Series A 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 features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as a component of stockholders’ equity. The Company’s Series A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022, Series A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Series A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Series A common Stock are affected by charges against additional

paid-in

capital and accumulated deficit.

There was no change to the remeasurement of carrying value to redemption value from December 31, 2021 to December 31, 2022, the Series A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	300,000,000
Less:
Proceeds allocated to Public Warrants		(8,100,000	)
Series A common stock issuance costs		(16,699,058	)
Plus:
Remeasurement of carrying value to redemption value		33,896,988

Series A common stock subject to possible redemption	$	309,097,930

Deferred Offering Costs

The Company complies with the requirements of the ASC

340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are allocated based on the relative value of the Public and Private Warrants to the proceeds received from the Public Shares sold in the Initial Public Offering. Offering costs allocated to the Public Shares are charged to temporary equity and offering costs allocated to the Public and Private Warrants are charged to stockholder’s equity. As of January 19, 2022, offering costs in the aggregate of $17,204,107, of which an aggregate of $16,699,058 have been charged to temporary equity and an aggregate of $505,049 have been charged to stockholders’ equity.

As of December 31, 2022 and 2021, there were $0 and $361,372 of deferred offering costs recorded in the accompanying

balance sheets respectively.

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 of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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.

he 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 b

enefits will materially change over the next twelve month

Net Income (Loss) per Common

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Series A common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share 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. The warrants are exercisable to purchase 28,850,000 Series A common stock in the aggregate. 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 loss per common stock is the same as basic net income (loss) per common stock for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts):


	Year Ended December 31, 2022				For the Period from May 20, 2021 (Inception) Through December 31, 2021
	Series A		Series B		Series A		Series B
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	702,819	$	184,099	$	—	$	(1,793	)
Denominator:
Basic and diluted weighted average shares outstanding		28,438,356		7,449,247		—		1,943,000
Basic and diluted net income (loss) per common stock	$	0.02	$	0.02	$	—	$	(0.00	)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Derivative Financial Instruments

The Company evaluated its financial statements to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at fair value on the grant date and

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 assets and liabilities are classified in the balance sheet as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instruments could be required within 12 months of the balance sheet date. The Company accounted for the warrants issued in connection with the Initial Public Offering and the private placement as equity under the guidance at FASB ASC Topic 815.

Warrants

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging”. 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 our own ordinary shares, 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 date while the warrants are outstanding. Based on our assessment of the guidance, our warrants meet the criteria for equity classification and are recorded within stockholders’ equity.

Share-based Compensation

The Company adopted ASC Topic 718, “Compensation

—

Stock Compensation,” guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Updated (“ASU”)

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity

(Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”

(“ASU 2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

ASU 2020-06

removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas.

ASU 2020-06

is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that

ASU 2020-06

would have on our financial position, results of operations or cash flows.

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 Company’s financial statements.

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2022	Mar. 15, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Registrant Name	Atlantic Coastal Acquisition Corp. II
Entity Central Index Key	0001893219
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Document Annual Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6 St Johns Lane, Floor 5
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
Entity File Number	001-41224
Entity Tax Identification Number	85-1013956
City Area Code	248
Local Phone Number	890-7200
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Title of 12(b) Security	Shares of Series A common stock included as part of the units
Trading Symbol	ACAB
Security Exchange Name	NASDAQ
Auditor Name	Marcum LLP
Auditor Location	New York, NY
Auditor Firm ID	688
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 299,400,000
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Series A common stock, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	ACABU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the units, each whole warrant exercisable for one share of Series A common stock at an exercise price of $11.50
Trading Symbol	ACABW
Security Exchange Name	NASDAQ
Series A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		30,000,000
Series B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,500,000

Stockholders' (Deficit) Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

STOCKHOLDERS' (DEFICIT) EQUITY

NOTE 7 — STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock —

The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

Series A Common Stock —

The Company is authorized to issue up to 100,000,000 shares of Series A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were no shares of Series A common stock issued and outstanding, excluding 30,000,000 shares subject to possible redemption.

Series B Common Stock —

The Company is authorized to issue up to 10,000,000 shares of Series B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2021, there were 7,503,750 shares of Series B common stock issued and outstanding, of which an aggregate of up to 978,500 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the Initial Stockholders will own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming Initial Stockholders do not purchase any Public Shares in the Initial Public Offering). On January 13, 2022, the Company effectuated

a 1.044-for-1 stock

split, resulting in an aggregate of 7,503,750 Founder Shares outstanding. Due to the underwriters’ election to partially exercise their overallotment option, 3,750 shares were forfeited, and 7,500,000 Series B common stock are issued and outstanding at December 31, 2022.

Holders of Series A common stock and Series B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law.

The shares of Series B common stock will automatically convert into shares of Series A common stock concurrently or immediately following the consummation of an Initial Business Combination, on a

one-for-one

basis, subject to adjustment as provided herein. In the case that additional shares of Series A common stock, or equity-linked securities, are issued or deemed issued in connection with the Initial Business Combination, the number of shares of Series A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of shares of Series A common stock outstanding after such conversion (after giving effect to any redemption of shares of Series A common stock by Public Stockholders), including the total number of shares of Series A common stock, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Initial Business Combination, excluding any shares of Series A common stock or equity-linked securities exercisable for or convertible into shares of Series A common stock issued, or to be issued, to any seller in the Initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers, or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than

one-for-one

basis.

Warrants —

As of December 31, 2022 and 2021, there are 15,000,000 and no outstanding Public Warrants, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that there is an effective registration statement under the Securities Act covering the Series A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company

permits holders to exercise their warrants on a cashless basis under the circumstances specified in the public warrant agreement) and such shares are registered, qualified, or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Series 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 covering the issuance of the Series A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Series A common stock upon exercise of a warrant unless Series A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Series A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company fails to have maintained an effective registration statement covering the issuance of the shares of Series A common stock issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the shares of Series A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at 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 elect, 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.

Once the warrants become exercisable, the Company may redeem the 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 given after the warrants become exercisable to each warrant holder; and

•

if, and only if, the reported last sale price of the Series A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

a 30-trading day

period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, 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, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Series A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Series A common

stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Series A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Series 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 a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Series A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

As of December 31, 2022 and 2021, there are 13,850,000 and 0 Private Placement Warrants, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (including the Series A common stock issuable upon the exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Statements Of Cash Flows - USD ($)	7 Months Ended	12 Months Ended
Statements Of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ (1,793)	$ 886,918
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Interest earned on marketable securities held in Trust Account	0	(4,121,971)
Compensation expenses	0	362,500
Changes in operating assets and liabilities:
Prepaid expenses	0	(377,780)
Accrued expenses	1,793	1,241,379
Income taxes payable		823,991
Net cash used in operating activities	0	(1,184,963)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	0	(306,000,000)
Cash withdrawn from Trust Account to pay franchise and income taxes	0	331,516
Net cash used in investing activities	0	(305,668,484)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	0	294,240,000
Proceeds from sale of Private Placement Warrants	0	13,850,000
Proceeds from promissory note – related party	0	49,262
Proceeds from issuance of promissory note to related party	100,277	0
Repayment of promissory note – related party	0	(149,539)
Payment of offering costs	(100,277)	(743,830)
Net cash provided by financing activities	0	307,245,893
Net Change in Cash	0	392,446
Cash – Beginning	0	0
Cash – Ending	0	392,446
Non-cash investing and financing activities:
Payment of deferred offering costs by the sponsor in exchange for the issuance of series b common stock	25,000	0
Deferred offering costs included in accrued offering costs	236,095	717,219
Initial classification of Series A common stock subject to possible redemption	0	309,097,930
Deferred underwriting fee payable	$ 0	$ 10,500,000

Balance Sheets (Parenthetical)	12 Months Ended
Balance Sheets (Parenthetical)	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Preferred stock, par value \| $ / shares	$ 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
Over-Allotment Option [Member]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	978,750
Over-Allotment Option [Member] \| Founder Share [Member]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	3,750
Series A common stock
Temporary Equity, Shares Issued	30,000,000	0
Temporary equity shares outstanding	30,000,000	0
TemporaryEquityRedemptionPricePerShare \| $ / shares	$ 10.3	$ 10.3
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Series B common stock
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	7,500,000	7,503,750
Common stock, shares outstanding	7,500,000	7,503,750

Statements Of Changes In Stockholders' Equity (Deficit) - USD ($)

Total

Common Class A [Member]

Common Class B [Member]

Additional Paid-in Capital [Member]

Accumulated Deficit [Member]

Common Stock [Member]

Common Class A [Member]

Common Stock [Member]

Common Class B [Member]

Balance, Shares at May. 19, 2021

Balance at May. 19, 2021

$ 0

Issuance of Series B common stock to Sponsor

^[1]

25,000

24,250

$ 750

Issuance of Series B common stock to Sponsor, Shares

^[1]

7,503,750

Net income (loss)

(1,793)

$ 0

$ (1,793)

(1,793)

$ 0

Balance, Share at Dec. 31, 2021

7,503,750

Balance at Dec. 31, 2021

23,207

24,250

(1,793)

$ 0

$ 750

Sale of 13,850,000 Private Placement Warrants

13,850,000

Forfeiture of Founder Shares, Shares

(3,750)

Compensation Expense – Fair value of assigned Founder Shares to Apeiron

362,500

Fair value of Public Warrants at issuance

8,100,000

Allocated value of transaction costs to Series A common stock

(505,049)

Remeasurement of Series A common stock to redemption amount

(33,896,988)

(21,831,701)

(12,065,287)

Net income (loss)

886,918

$ 702,819

$ 184,099

886,918

Balance, Share at Dec. 31, 2022

7,500,000

Balance at Dec. 31, 2022

$ (11,179,412)

$ 0

$ (11,180,162)

$ 750

[1]

Includes up to 978,750 shares of Series B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Notes 5 and 7). All share and per-share amounts have been retroactively restated to reflect the stock split. On January 18, 2022, the underwriters partially exercised their over-allotment option, hence, 975,000 Founder Shares are no longer subject to forfeiture since then and the remaining unexercised portion of such over-allotment option, an aggregate of 3,750 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding (see Note 5).

Summary Of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Series A Common Stock Subject to Possible Redemption

paid-in

capital and accumulated deficit.


Gross proceeds	$	300,000,000
Less:
Proceeds allocated to Public Warrants		(8,100,000	)
Series A common stock issuance costs		(16,699,058	)
Plus:
Remeasurement of carrying value to redemption value		33,896,988

Series A common stock subject to possible redemption	$	309,097,930

Deferred Offering Costs

The Company complies with the requirements of the ASC

340-10-S99-1

As of December 31, 2022 and 2021, there were $0 and $361,372 of deferred offering costs recorded in the accompanying

balance sheets respectively.

Concentration of Credit Risk

Income Taxes

more-likely-than-not

enefits will materially change over the next twelve month

Net Income (Loss) per Common Share

Net Income (Loss) per Common

The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts):


	Year Ended December 31, 2022				For the Period from May 20, 2021 (Inception) Through December 31, 2021
	Series A		Series B		Series A		Series B
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	702,819	$	184,099	$	—	$	(1,793	)
Denominator:
Basic and diluted weighted average shares outstanding		28,438,356		7,449,247		—		1,943,000
Basic and diluted net income (loss) per common stock	$	0.02	$	0.02	$	—	$	(0.00	)

Fair Value of Financial Instruments

Derivative Financial Instruments

re-valued

non-current

based on whether or not

net-cash

Warrants

Share-based Compensation

The Company adopted ASC Topic 718, “Compensation

—

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Updated (“ASU”)

No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity

(Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”

(“ASU 2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

ASU 2020-06

would have on our financial position, results of operations or cash flows.

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 Company’s financial statements.

Statements Of Operations - USD ($)

7 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2022

Operation and formation costs

$ 1,793

$ 2,050,410

Loss from operations

(1,793)

(2,050,410)

Other income:

Interest income – bank

1,848

Interest earned on marketable securities held in Trust Account

4,121,971

Unrealized gain on marketable securities held in Trust Account

(362,500)

Total other income, net

3,761,319

Income (loss) before provision for income taxes

(1,793)

1,710,909

Provision for income taxes

(823,991)

Net income (loss)

(1,793)

886,918

Series A common stock

Other income:

Net income (loss)

$ 0

$ 702,819

Weighted average shares outstanding, basic

28,438,356

Weighted average shares outstanding, diluted

28,438,356

Basic and diluted income (loss) per share, basic

$ 0

$ 0.02

Basic and diluted income (loss) per share, diluted

$ 0

$ 0.02

Series B common stock

Other income:

Net income (loss)

$ (1,793)

$ 184,099

Weighted average shares outstanding, basic

1,943,000

7,449,247

Weighted average shares outstanding, diluted

1,943,000

7,449,247

Basic and diluted income (loss) per share, basic

^[1]

$ 0

$ 0.02

Basic and diluted income (loss) per share, diluted

^[1]

$ 0

$ 0.02

[1]

Excludes up to 978,750 shares of Series B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Notes 5 and 7). All share and per-share amounts have been retroactively restated to reflect the stock split. On January 18, 2022, the underwriters partially exercised their over-allotment option, hence, 975,000 Founder Shares are no longer subject to forfeiture since then and the remaining unexercised portion of such over-allotment option, an aggregate of 3,750 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding (see Note 5).

Description Of Organization And Business Operations	12 Months Ended
Description Of Organization And Business Operations	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization And Plan Of Business Operations	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Atlantic Coastal Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on May 20, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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 not yet commenced any operations. All activity for the period May 20, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a 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 registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2022. On January 19, 2022, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Series A common stock included in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriters of its over-allotment option in the amount of 3,900,000 Units at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,850,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Atlantic Coastal Acquisition Management II LLC (the “Sponsor”), generating gross proceeds of $13,850,000, which is described in Note 4. Transaction costs amounted to $17,204,107, consisting of $5,760,000 of underwriting fees (net of $240,000 reimbursed by the underwriters), $10,500,000 of deferred underwriting fees, and $944,107 of other offering costs. Following the closing of the Initial Public Offering on January 19, 2022, an amount of $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account are intended to be applied generally toward completing 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) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. 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, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law 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 “Amended and Restated 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 law, 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 holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have 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 irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 15 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until 15 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders 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 underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). 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 (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect 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 underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or 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. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Going Concern At December 31, 2022, the Company had $392,446 in its operating bank accounts and a working capital deficit of $679,412. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40 “Presentation of Financial Statements—Going Concern,” the Company has until April 19, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before April 19, 2023, it is uncertain that the Company will be able to consummate a Business Combination by this time. Management has determined that the liquidity condition, coupled with the mandatory liquidation, should a Business Combination not occur, and an extension is not requested by the Sponsor, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan is to complete a business combination or obtain an extension on or prior to April 19, 2023, however it is uncertain that the Company will be able to consummate a Business Combination or obtain an extension by this time. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 19, 2023. Risks and Uncertainties Management continues to evaluate 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 and/or search for a target company, close of the Initial Public Offering, and/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. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact, if any, on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly-traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and impact the Company’s ability to complete a Business Combination.

Balance Sheets - USD ($)

Dec. 31, 2022

Dec. 31, 2021

Current assets

Cash

$ 392,446

$ 0

Prepaid expenses

377,780

Total Current Assets

770,226

Deferred offering costs

361,372

Marketable securities held in Trust Account

309,790,455

TOTAL ASSETS

310,560,681

361,372

Current liabilities

Accrued expenses

1,243,172

1,793

Accrued offering costs

75,000

236,095

Income taxes payable

823,991

Promissory note – related party

100,277

Total current liabilities

2,142,163

338,165

Deferred underwriting fee payable

10,500,000

TOTAL LIABILITIES

12,642,163

338,165

Commitments (Note 6)

Series A common stock subject to possible redemption; 30,000,000 and no shares issued and outstanding at December 31, 2022 and 2021, respectively, at redemption value of $10.30 per share

309,097,930

Stockholders' (Deficit) Equity

Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding

Additional paid-in capital

24,250

Accumulated deficit

(11,180,162)

(1,793)

Total Shareholders' (Deficit) Equity

(11,179,412)

23,207

TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

310,560,681

361,372

Series A common stock

Stockholders' (Deficit) Equity

Common Stock

Series B common stock

Stockholders' (Deficit) Equity

Common Stock

^[1]

$ 750

[1]

Includes up to 978,750 shares of Series B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Notes 5 and 7). All share and per-share amounts have been retroactively restated to reflect the stock split. On January 18, 2022, the underwriters partially exercised their over-allotment option, and hence, 975,000 Founder Shares are no longer subject to forfeiture since such date and the remaining unexercised portion of such over-allotment option, an aggregate of 3,750 Founder Shares, were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding (see Note 7).

Description Of Organization And Business Operations - Additional Information (Details) - USD ($)			7 Months Ended	12 Months Ended
	Aug. 16, 2022	Jan. 13, 2022	Dec. 31, 2021	Dec. 31, 2022
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Shares issued price per share				$ 10
Gross proceeds from initial public offer		$ 300,000,000
Proceeds from Issuance of Private Placement			$ 0	$ 13,850,000
Transaction Costs Of Issuance		17,204,107
Underwriting Fees Net Of Reimbursement By Underwriters		5,760,000
Reimbursement By Underwriters		240,000
Deferred Underwriting Commission Non Current				10,500,000
Payments to Acquire Restricted Investments		$ 306,000,000	$ 0	306,000,000
Per share payment made to acquire restricted investments		10.20%
Term of restricted investments		185 days
Percentage of net assets in the trust account for which the business combination shall be effected		80.00%
Temporary Equity, Redemption Price Per Share		$ 10.2
Minimum Net worth Needed To Consummate Business Combination				$ 5,000,001
Percentage Of Shares That Can Be Transferred Without Any Restriction				15.00%
Percentage Of Shares Redeemable In Case Business Combination Is Not Consummated				100.00%
Time Limit Within Which Business Combination Shall Be Consummated From The Date Of Initial Public Offering				15 months
Expenses payable on liquidation				$ 100,000
Number Of Days Within Which Public Shares Shall Be Redeemed				10 days
Per share amount available for distribution		$ 10
Per share amount to be maintained in the trust account for distribution				$ 10.2
Other offering costs		$ 944,107
Cash at bank				$ 392,446
Working capital				$ 679,412
Percentage of Federal excise tax on share buy back	1.00%
Effective date for levy of federal excise tax on stock buy back	Jan. 01, 2023
Minimum [Member] \| Post Business Combination [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Equity Method Investment, Ownership Percentage		50.00%
Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Stock issued during the period shares new issues				13,850,000
IPO [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Stock issued during the period shares new issues				30,000,000
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Stock issued during the period shares new issues				3,900,000
Private Placement [Member] \| Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Class of warrants or rights issued during the period units		13,850,000
Class of warrants or rights issue price per unit				$ 1
Proceeds from Issuance of Private Placement		$ 13,850,000
Common Class A [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Shares issued price per share		$ 10
Temporary Equity, Redemption Price Per Share			$ 10.3	$ 10.3
Common Class A [Member] \| IPO [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Stock issued during the period shares new issues		30,000,000
Common Class A [Member] \| Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Stock issued during the period shares new issues		3,900,000

Stockholders' (Deficit) Equity - Additional Information (Details)			12 Months Ended
	Jan. 13, 2022 $ / shares shares	Oct. 25, 2021 $ / shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value \| $ / shares			$ 0.0001	$ 0.0001
Preferred stock, shares issued			0	0
Preferred stock, shares outstanding			0	0
Common stock, shares outstanding	7,503,750
Stock split ratio	1.044
Number of days after consummation of business combination within which the securities shall be registered			20 days
Number of days after which business combination within which securities registration shall be effective			60 days
Shares Issued, Price Per Share \| $ / shares			$ 10
From The Completion Of Business Combination [Member]
Class of Stock [Line Items]
Number of days after which business combination within which securities registration shall be effective			61 days
From The Completion Of Initial Public Offer [Member]
Class of Stock [Line Items]
Number of days after which business combination within which securities registration shall be effective			60 days
Public Warrants [Member]
Class of Stock [Line Items]
Class of warrants or rights outstanding			15,000,000	0
Class of warrants or rights redemption price per unit \| $ / shares			$ 0.01
Minimum notice period to be given to the holders of warrants			30 days
Public Warrants [Member] \| From The Completion Of Business Combination [Member]
Class of Stock [Line Items]
Period after which the warrants are exercisable			12 months
Public Warrants [Member] \| From The Completion Of Initial Public Offer [Member]
Class of Stock [Line Items]
Period after which the warrants are exercisable			30 days
Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of warrants or rights outstanding			13,850,000	0
Class of warrants or rights lock in period			30 days
Founder Shares
Class of Stock [Line Items]
Common stock, shares outstanding	7,503,750
Percentage of common stock issued and outstanding			20.00%
Stock split ratio	1.044	1.044
Common Stock, Conversion Basis			one-for-one
Over-Allotment Option [Member]
Class of Stock [Line Items]
Common stock, shares outstanding	7,503,750
shares are subject to forfeiture			978,500
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited			978,750
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized			100,000,000	100,000,000
Common stock, par value \| $ / shares			$ 0.0001	$ 0.0001
Common Stock, Voting Rights			one vote
Common stock, shares issued			0	0
Common stock, shares outstanding			0	0
Temporary equity shares outstanding			30,000,000	0
Shares Issued, Price Per Share \| $ / shares	$ 10
Common Class A [Member] \| Public Warrants [Member]
Class of Stock [Line Items]
Share price \| $ / shares			$ 18
Number of trading days for determining the share price			20 days
Number of consecutive trading days for determining the share price			30 days
Shares Issued, Price Per Share \| $ / shares			$ 9.2
Proceeds from equity used for funding business combination as a percentage of the total			60.00%
Volume weighted average price of shares \| $ / shares			$ 9.2
per share redemption trigger price \| $ / shares			$ 18
Common Class A [Member] \| Public Warrants [Member] \| Adjusted Exercise Price One [Member]
Class of Stock [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price			115.00%
Common Class A [Member] \| Public Warrants [Member] \| Adjusted Exercise Price Two [Member]
Class of Stock [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price			180.00%
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized			10,000,000	10,000,000
Common stock, par value \| $ / shares			$ 0.0001	$ 0.0001
Common Stock, Voting Rights			one vote
Common stock, shares issued			7,500,000	7,503,750
Common stock, shares outstanding			7,500,000	7,503,750
Percentage of common stock issued and outstanding			20.00%
Common Class B [Member] \| Founder Shares
Class of Stock [Line Items]
Share price \| $ / shares		$ 0.0001
Common Class B [Member] \| Over-Allotment Option [Member]
Class of Stock [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	3,750

Related Party Transactions - Additional Information (Details)

7 Months Ended

12 Months Ended

Jan. 13, 2022

$ / shares

Dec. 01, 2021

USD ($)

$ / shares

Oct. 25, 2021

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

Dec. 31, 2022

USD ($)

$ / shares

Stock shares issued during the period for services value | $

^[1]

$ 25,000

Stock split ratio

1.044

Common stock, shares outstanding

7,503,750

Shares Issued, Price Per Share | $ / shares

$ 10

Notes payable to related party classified as current | $

100,277

Over-Allotment Option [Member]

Common stock, shares outstanding

7,503,750

Shares Issued, Shares, Share-based Payment Arrangement, Forfeited

978,750

Stock issued during period shares new issues

3,900,000

Sponsor [Member] | Working Capital Loans [Member]

Other Commitment | $

$ 1,750,000

Future commitment | $

1,750,000

Working capital loans convertible into equity warrants | $

$ 1,500,000

Debt instrument conversion price per share | $ / shares

$ 1

Working Capital Loans outstanding | $

$ 0

Sponsor [Member] | Promissory Note [Member]

Debt instrument face value | $

$ 250,000

Notes payable to related party classified as current | $

$ 100,277

$ 0

Common Class B [Member]

Common stock, shares outstanding

7,503,750

7,500,000

Common Class B [Member] | Over-Allotment Option [Member]

Shares Issued, Shares, Share-based Payment Arrangement, Forfeited

3,750

Common Class A [Member]

Common stock, shares outstanding

Shares Issued, Price Per Share | $ / shares

$ 10

Common Class A [Member] | Over-Allotment Option [Member]

Stock issued during period shares new issues

3,900,000

Common Class A [Member] | Sponsor [Member] | Restriction on Transfer of Sponsor Shares [Member]

Share price | $ / shares

$ 12

Lock in period of shares

1 year

Number of trading days for determining share price

20 days

Number of consecutive trading days for determining the share price

30 days

Waiting period after which the share trading days are considered

150 days

Founder Shares [Member]

Stock split ratio

1.044

Common stock, shares outstanding

7,503,750

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

Share price | $ / shares

$ 0.0001

Stock issued during period shares new issues

250,000

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

Stock issued during period shares new issues

(50,000)

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

Stock shares issued during the period for services shares

7,187,500

Fee Shares [Member] | Common Class B [Member]

Stock shares issued during the period for services value | $

$ 362,500

Stock shares issued during the period for services shares

50,000

Shares Issued, Price Per Share | $ / shares

$ 7.25

Stock- based compensation expense | $

$ 362,500

Fee Shares [Member] | Common Class B [Member] | Sponsor [Member]

Stock shares issued during the period for services value | $

$ 25,000

[1]

Summary Of Significant Accounting Policies - Schedule of the calculation of basic and diluted net loss per common stock (Details) - USD ($)

7 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2022

Numerator:

Allocation of net income (loss), as adjusted

$ (1,793)

$ 886,918

Common Class A [Member]

Numerator:

Allocation of net income (loss), as adjusted

$ 0

$ 702,819

Denominator:

Weighted average shares outstanding, basic

28,438,356

Weighted average shares outstanding, diluted

28,438,356

Basic and diluted income (loss) per share, basic

$ 0

$ 0.02

Basic and diluted income (loss) per share, diluted

$ 0

$ 0.02

Common Class B [Member]

Numerator:

Allocation of net income (loss), as adjusted

$ (1,793)

$ 184,099

Denominator:

Weighted average shares outstanding, basic

1,943,000

7,449,247

Weighted average shares outstanding, diluted

1,943,000

7,449,247

Basic and diluted income (loss) per share, basic

^[1]

$ 0

$ 0.02

Basic and diluted income (loss) per share, diluted

^[1]

$ 0

$ 0.02

[1]

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Disclosure of related party transactions	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On October 25, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,187,500 shares of Series B common stock (the “Founder Shares”). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Note 7). Due to the underwriters’ election to partially exercise their overallotment option, 3,750 shares were forfeited. The Sponsor, founders, executive officers and directors have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the completion of a Business Combination that results in all of the Company’s stockholders having the right to exchange their Series A common stock for cash, securities, or other property (except with respect to permitted transferees). Notwithstanding the foregoing, (x) if the last reported sale price of the Series A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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 Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, then such securities will be released from these restrictions. Any permitted transferees would be subject to the same restrictions and other agreements of the founders with respect to any Founder Shares. On October 25, 2021, the Sponsor transferred 250,000 Founder Shares to five director nominees (50,000 shares to each director nominee) for no consideration, to serve in his or her capacity as an independent director of the Company. The Company assigned the number of shares of Series B common stock of the Company, par value $0.0001 per share. The transfer of the Founders Shares to five director nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and expensed when earned. Shares granted to these directors are forfeited if their status as director is terminated for any reason prior to the date of the initial Business Combination and, as such, there has been no stock-based compensation expense recognized in the accompanying financial statements. On December 1, 2021, the Company and Apeiron Investment Group Ltd. (“Apeiron”) entered into an Agreement to which Apeiron will serve as an advisor to the Company in connection with identifying one or more businesses with which the Company may effectuate its Initial Business Combination. As consideration for Apeiron’s willingness to provide the service set forth in the Agreement, the Sponsor shall pay or transfer to Apeiron (or its designee) on behalf of the Company a non-refundable fee in the form of 50,000 shares of the Company’s Series B common stock (“Fee Shares”). The transfer of the Founder Shares to Apeiron is not directly related to or in connection with the Initial Public Offering and not within the scope of offering costs as defined in Note 2. The transfer of the Fee Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 50,000 Fee Shares granted to Apeiron was $362,500 or $7.25 per share. The Founders Shares were granted subject to a performance condition (i.e., the closing date of the Initial Public Offering). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2022, the Company recognized $362,500 in the operations as stock-based compensation expense as the Company determined that the performance condition has been met at the date of issuance/closing of the Initial Public Offering. Promissory Note — Related Party On October 25, 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 $250,000. The Promissory Note is non-interest bearing and is payable on the earlier of April 30, 2022, or the consummation of the Initial Public Offering. As of December 31, 2022 and 2021, the Company has $0 and $100,277 outstanding under the Promissory Note, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor has committed to advance the Company up to $1,750,000 to fund the expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Initial Business Combination. In addition, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (collectively and including the $1,750,000 future commitment, the “Working Capital Loans”). If the Company consummated an Initial Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The final terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such Working Capital Loans may be convertible into additional warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Prior to the completion of the Initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or its affiliates as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. There are no Working Capital Loans outstanding as of December 31, 2022 and 2021.

Fair Value Measurements - Schedule of Fair Value Measurements, Recurring and Nonrecurring (Details) - Asset Held In Trust [Member]	Dec. 31, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 309,790,455
Level
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 1

Commitments	12 Months Ended
Commitments	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments	NOTE 6 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 13, 2022, the holders of the Founder Shares, Private Placement Warrants, and any Private Placement Warrants that may be issued upon conversion of the Working Capital Loans (and any Series A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and conversion of Founder Shares) will be entitled to registration rights. 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 the 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 termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $6,000,000 in the aggregate, paid on the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will 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. Advisors On January 7, 2022, the Company and Farvahar Capital (“Farvahar”) entered into an agreement under which Farvahar served as an advisor to the Company in connection with the Initial Public Offering. Farvahar was engaged to represent the Company’s interests only and is independent of the underwriters. The underwriters reimbursed the Company for the fees payable to Farvahar in respect of the provision of such advisory services. The Company agreed to pay Farvahar a fee of 0.08% of the gross proceeds of the Initial Public Offering, including any exercise of the underwriters’ over-allotment option with respect to the Initial Public Offering or $240,000 in the aggregate. Farvahar did not act as an underwriter in connection with the Initial Public Offering; it did not identify or solicit potential investors in the Initial Public Offering. As of December 31, 2022, the Company received the reimbursement from the underwriters and paid Farvahar.

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	0.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Meals & entertainment	0.00%	4.45%
Change in valuation allowance	0.00%	22.71%
Income tax provision	0.00%	48.16%

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2022
Equity [Abstract]
Disclosure Of Private Placement	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 13,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $13,850,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Series A common stock at a price of $11.50 per share, subject to adjustments (see Note 7). 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 will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Income Taxes - Additional Information (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Change in the valuation allowance	$ 0	$ 388,575
Federal And State Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carry forwards	$ 0	$ 0

Statements Of Changes In Stockholders' Equity (Deficit) (Parenthetical)			12 Months Ended
	Jan. 18, 2022 shares	Jan. 13, 2022 shares	Dec. 31, 2022 shares	Jan. 19, 2022 shares
Common Stock, Shares, Outstanding		7,503,750
Stock split ratio		1.044
Founder Share [Member]
Common Stock, Shares, Outstanding	7,500,000	7,503,750		7,500,000
Stock split ratio		1.044
Over-Allotment Option [Member]
Stock Issued During Period, Shares, New Issues			3,900,000
Common Stock, Shares, Outstanding		7,503,750
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited			978,750
Over-Allotment Option [Member] \| Founder Share [Member]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	975,000	0	3,750
Private Placement Warrants [Member]
Stock Issued During Period, Shares, New Issues			13,850,000

Summary Of Significant Accounting Policies -Schedule of Series A common stock reflected in the balance sheet (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Temporary Equity [Line Items]
Gross proceeds	$ 300,000,000
Less: Proceeds allocated to Public Warrants	(8,100,000)
Less: Series A common stock issuance costs	(16,699,058)
Plus: Remeasurement of carrying value to redemption value	33,896,988
Plus: Series A common stock subject to possible redemption	$ 309,097,930

Summary Of Significant Accounting Policies - Additional Information (Details) - USD ($)		12 Months Ended
	Jan. 19, 2022	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash Equivalents		$ 0	$ 0
Cash		392,446	0
Federal Deposit Insurance Corporation coverage		$ 250,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		28,850,000
Offering costs	$ 17,204,107
Offering costs allocated in temporary equity	16,699,058
Offering costs allocated in shareholders equity	$ 505,049
Deferred offering costs		$ 0	$ 361,372
Remeasurement of carrying value to redemption value adjustment		$ 0

Income Taxes - Schedule of deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforward	$ 0	$ 0
Startup/Organization Expenses	388,575	0
Total deferred tax assets	388,575	0
Valuation allowance	(388,575)	0
Deferred tax assets, net of allowance	$ 0	$ 0

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2022
Equity [Abstract]
Disclosure Of Initial Public Offering	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, which include the partial exercise by the underwriters of their over-allotment option in the amount of 3,900,000 units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Series A common stock and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Series A common stock at an exercise price of $11.50 per whole share (see Note 7).

Private Placement - Additional Information (Details) - Private Placement Warrant [Member]	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Common Class A [Member]
Private Placement [Line Items]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right \| shares	1
Class of warrants or rights exercise price per share \| $ / shares	$ 11.5
Sponsor [Member]
Private Placement [Line Items]
Class of warrants or rights warrants issued during the period units \| shares	13,850,000
Class of warrants or rights warrants issued issue price per warrant \| $ / shares	$ 1
Proceeds from the issuance of warrants \| $	$ 13,850,000

Commitments - Additional Information (Details) - USD ($)		12 Months Ended
	Jan. 07, 2022	Dec. 31, 2022
Other Commitments [Line Items]
Underwriting discount per share		$ 0.2
Payment of underwriting discount		$ 6,000,000
Deferred underwriting discount per share		$ 0.35
Deferred underwriting commission		$ 10,500,000
percentage of advisory service fee	$ 0.08
advisory service fee	$ 240,000

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10—SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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.

Statements Of Operations (Parenthetical)			12 Months Ended
Statements Of Operations (Parenthetical)	Jan. 18, 2022 shares	Jan. 13, 2022 shares	Dec. 31, 2022 shares	Jan. 19, 2022 shares
Common stock, shares outstanding		7,503,750
Stock split ratio		1.044
Founder Share [Member]
Common stock, shares outstanding	7,500,000	7,503,750		7,500,000
Stock split ratio		1.044
Over-Allotment Option [Member]
Common stock, shares outstanding		7,503,750
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited			978,750
Over-Allotment Option [Member] \| Founder Share [Member]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	975,000	0	3,750

Income Taxes - Schedule of components of the provision for income taxes (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Federal
Current	$ 0	$ 823,991
Deferred	0	(388,575)
State
Current	0	0
Deferred	0	0
Change in the valuation allowance	0	388,575
Income tax provision	$ 0	$ 823,991