0001193125-23-296620 | 10-Q | XBRL Viewer | Atlantic Coastal Acquisition Corp II

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Stockholders' Deficit - Additional Information (Details)			9 Months Ended
	Jan. 13, 2022 $ / shares shares	Oct. 25, 2021 $ / shares	Sep. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / 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
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	15,000,000
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	13,850,000
Class of warrants or rights lock in period			30 days
Founder Shares [Member]
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]
shares are subject to forfeiture			978,500
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			7,499,999	0
Common stock, shares outstanding			7,499,999	0
Temporary equity shares outstanding			3,435,692	30,000,000
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			1	7,500,000
Common stock, shares outstanding			1	7,500,000
Percentage of common stock issued and outstanding			20.00%
Common Class B [Member] \| Founder Shares [Member]
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

Private Placement	9 Months Ended
Private Placement	Sep. 30, 2023
Equity [Abstract]
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.

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Dec. 14, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
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 Quarterly 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
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 [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,935,691
Series B common stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1

Commitments	9 Months Ended
Commitments	Sep. 30, 2023
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. Non-Redemption Agreement On or about April 4, 2023, the Company and Atlantic Coastal Acquisition Management II LLC (the “Sponsor”), entered into agreements(“Non-Redemption Agreements”) with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 3,300,900 shares(“Non-Redeemed Shares”) of the Company’s Series A common stock sold in its initial public offering (the “Public Shares”) at the special meeting called by the Company (the “Meeting”) to approve an extension of time for the Company to consummate an initial business combination (the “Charter Amendment Proposal”) from April 19, 2023 to October 19, 2023 (an “Extension”), subject to additional Extension(s) up to December 19, 2023 upon election by the Sponsor. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 825,225 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continued to hold such Non-Redeemed Shares through the Meeting.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subs e quent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 14, 2023 and November 14, 2023, the Company issued non-interest bearing, unsecured promissory notes in the aggregate principal amount of $80,000 , respectively, (the “Notes”) to the Sponsor. The $80,000 was deposited into the Company’s trust account in order to extend the amount of time that the Company has available to complete a business combination. Upon the closing of a business combination by the Company, the Sponsor may elect to either receive repayment under the Notes or to convert all or a portion of the amount loaned under the Notes into Series A common stock of the Company at a price equal to $10.20 per share. In the event that the Company does not complete a business combination, the amounts loaned under the Notes will be repaid to the Sponsor only from funds held outside the Trust Account or will be forfeited, eliminated, or otherwise forgiven. On October 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from October 19, 2023 to November 19, 2023. On November 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from November 19, 2023 to December 19, 2023. On D ecember 8, 2023 and December 11, 2023, the Sponsor advanced the Company $10,000 and $1,630,000, respectively, to fund the account for the funds used in operations. On December 11, 2023, the Company made income tax payments for the tax year of 2022 and estimated income tax for the 2023 tax year in the amount of $881,627 and $918,000, respectively. On December 11, 2023, the Company filed its 2022 federal income tax return. On December 11, 2023, the Company, Abpro Merger Sub Corp., a Delaware corporation, and Abpro Corporation, a Delaware corporation, entered into a business combination agreement (the “Business Combination Agreement”). Please see the Form 8-K filed on December 12, 2023 for more information on the terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the Merger. On December 15, 2023, the Company held a special meeting of stockholders to propose an amendment to the Company’s amended and restated certificate of incorporation that extends the business combination period from December 19, 2023 to September 19, 2024.

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2023
Equity [Abstract]
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).

Summary Of Significant Accounting Policies - Additional Information (Details) - USD ($)				3 Months Ended		9 Months Ended
	Dec. 11, 2023	Dec. 08, 2023	Jan. 19, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash Equivalents				$ 0		$ 0		$ 0
Cash				948,153		948,153		392,446
Federal Deposit Insurance Corporation coverage				$ 250,000		$ 250,000
Effective Income Tax Rate				186.87%	30.55%	27.88%	(105.99%)
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				28,850,000		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		$ 0		$ 0
Statutory tax rate						21.00%	21.00%
Proceeds from sale of trust assets to pay expenses						$ 1,500,000
Sponsor [Member] \| Subsequent Event [Member]
Advances from related party	$ 1,630,000	$ 10,000

Condensed Statements Of Changes In Stockholders' Deficit - USD ($)	Total	Series A [Member]	Series B [Member]	Common Stock [Member] Series A [Member]	Common Stock [Member] Series B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance, Shares at Dec. 31, 2021				0	7,503,750
Balance at Dec. 31, 2021	$ 23,207			$ 0	$ 750	$ 24,250	$ (1,793)
Sale of 13,850,000 Private Placement Warrants	13,850,000					13,850,000
Forfeiture of Founder Shares, Shares					(3,750)
Compensation Expense – Fair value of assigned Founder Shares to Apeiron	362,500					362,500
Fair value of Public Warrants at issuance	8,100,000					8,100,000
Allocated value of transaction costs to Series A common stock	(505,049)					(505,049)
Remeasurement of Series A common stock to redemption amount	(30,799,058)					(21,831,701)	(8,967,357)
Net income (loss)	(1,025,824)						(1,025,824)
Balance, Share at Mar. 31, 2022				0	7,500,000
Balance at Mar. 31, 2022	(9,994,224)			$ 0	$ 750	0	(9,994,974)
Balance, Shares at Dec. 31, 2021				0	7,503,750
Balance at Dec. 31, 2021	23,207			$ 0	$ 750	24,250	(1,793)
Net income (loss)	(570,322)	$ (450,395)	$ (119,927)
Balance, Share at Sep. 30, 2022				0	7,500,000
Balance at Sep. 30, 2022	(10,641,743)			$ 0	$ 750	0	(10,642,493)
Balance, Shares at Dec. 31, 2021				0	7,503,750
Balance at Dec. 31, 2021	23,207			$ 0	$ 750	24,250	(1,793)
Remeasurement of Series A common stock to redemption amount	(33,896,988)
Balance, Share at Dec. 31, 2022				0	7,500,000
Balance at Dec. 31, 2022	(11,179,412)			$ 0	$ 750	0	(11,180,162)
Balance, Shares at Mar. 31, 2022				0	7,500,000
Balance at Mar. 31, 2022	(9,994,224)			$ 0	$ 750	0	(9,994,974)
Net income (loss)	(196,919)						(196,919)
Balance, Share at Jun. 30, 2022				0	7,500,000
Balance at Jun. 30, 2022	(10,191,143)			$ 0	$ 750	0	(10,191,893)
Remeasurement of Series A common stock to redemption amount	(1,103,021)						(1,103,021)
Net income (loss)	652,421	521,937	130,484				652,421
Balance, Share at Sep. 30, 2022				0	7,500,000
Balance at Sep. 30, 2022	(10,641,743)			$ 0	$ 750	0	(10,642,493)
Balance, Shares at Dec. 31, 2022				0	7,500,000
Balance at Dec. 31, 2022	(11,179,412)			$ 0	$ 750	0	(11,180,162)
Remeasurement of Series A common stock to redemption amount	(2,554,544)						(2,554,544)
Net income (loss)	2,070,528						2,070,528
Balance, Share at Mar. 31, 2023				0	7,500,000
Balance at Mar. 31, 2023	(11,663,428)			$ 0	$ 750	0	(11,664,178)
Balance, Shares at Dec. 31, 2022				0	7,500,000
Balance at Dec. 31, 2022	(11,179,412)			$ 0	$ 750	0	(11,180,162)
Remeasurement of Series A common stock to redemption amount	(3,942,803)
Net income (loss)	2,828,701	2,437,328	391,373
Balance, Share at Sep. 30, 2023				7,499,999	1
Balance at Sep. 30, 2023	(15,058,228)			$ 749	$ 1	0	(15,058,978)
Balance, Shares at Mar. 31, 2023				0	7,500,000
Balance at Mar. 31, 2023	(11,663,428)			$ 0	$ 750	0	(11,664,178)
Remeasurement of Series A common stock to redemption amount	(1,180,703)						(1,180,703)
Stockholder non-redemption agreement	1,378,126					1,378,126
Stockholder non-redemption agreement	(1,378,126)					(1,378,126)
Excise tax	(2,764,714)						(2,764,714)
Conversion of Series Class B shares to Series Class A Non-redeemable shares, Shares				7,499,999	(7,499,999)
Conversion of Series Class B shares to Series Class A Non-redeemable shares				$ 749	$ (749)
Net income (loss)	802,803						802,803
Balance, Share at Jun. 30, 2023				7,499,999	1
Balance at Jun. 30, 2023	(14,806,042)			$ 749	$ 1	0	(14,806,792)
Remeasurement of Series A common stock to redemption amount	(207,556)						(207,556)
Net income (loss)	(44,630)	$ (44,630)	$ 0				(44,630)
Balance, Share at Sep. 30, 2023				7,499,999	1
Balance at Sep. 30, 2023	$ (15,058,228)			$ 749	$ 1	$ 0	$ (15,058,978)

Description Of Organization And Business Operations	9 Months Ended
Description Of Organization And Business Operations	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description Of Organization And 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 September 30, 2023, the Company had not yet commenced any operations. All activity for the period May 20, 2021 (inception) through September 30, 2023 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. To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on or prior to the 24-month anniversary of the effective date of our registration statement relating to the Initial Public Offering, we will instruct the Trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (which may include demand deposit accounts) until the earlier of consummation of our Business Combination or liquidation. Currently, all funds in the Trust Account are held in U.S. government securities or money market funds. The longer the funds in the Trust Account are held in such U.S. government securities or money market funds, the greater the risk that the Company will be deemed to be an unregistered investment company under the Investment Company Act. 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 had 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. On April 18, 2023, the company held the Meeting and as a result 26,564,308 shares of the Company’s Series A common stock were redeemed at approximately $10.41 per share. On April 18, 2023, the Sponsor, the Company’s independent directors, and Apeiron Investment Group Ltd (collectively, the “Series B Holders”) voluntarily converted 7,499,999 shares of Series B Common Stock of the Company they held as of such date into 7,499,999 shares of Series A common stock of the Company (the “Conversion”) in accordance with the amended and restated certificate of incorporation, as amended. With respect to shares of Series A common stock that they received as result of the Conversion, the Series B Holders (i) agreed that they would not vote such stock until after the closing of a business combination and (ii) acknowledged that such stock would not be entitled to any distribution from the Company’s trust account. As a result of the Conversion and the results of the Meeting described above, the Company has an aggregate of 10,935,691 shares of Series A common stock outstanding and 1 share of Series B Common Stock (held by the Sponsor) outstanding. On October 14, 2023 and November 14, 2023, the Company issued non-interest bearing, unsecured promissory notes in the aggregate principal amount of $80,000 , respectively, (the “Notes”) to the Sponsor. The $80,000 was deposited into the Company’s trust account in order to extend the amount of time that the Company has available to complete a business combination. Upon the closing of a business combination by the Company, the Sponsor may elect to either receive repayment under the Notes or to convert all or a portion of the amount loaned under the Notes into Series A common stock of the Company at a price equal to $10.20 per share. In the event that the Company does not complete a business combination, the amounts loaned under the Notes will be repaid to the Sponsor only from funds held outside the Trust Account or will be forfeited, eliminated, or otherwise forgiven. On October 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from October 19, 2023 to November 19, 2023. On November 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from November 19, 2023 to December 19, 2023. 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 September 30, 2023, the Company had $948,153 in its op erating bank accounts and a working capital deficit of $4,455,076. 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”) Topic205-40“Presentation of Financial Statements—Going Concern,” the Company has until December 19, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before December 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 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 on or prior to December 19, 2023, however it is uncertain that the Company will be able to consummate a Business Combination by this time. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 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. The impact of current conflicts around the globe, including Russia’s invasion of Ukraine and the Israel-Hamas war, and related sanctions, on the world economy is not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed 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. On April 18, 2023, the Company’s stockholders redeemed 26,564,308 Series Class A shares for a total of $276,471,460. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2023, the Company recorded $2,764,714 of excise tax liability calculated as 1% of shares redeemed.

Summary Of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Series A common stock reflected in the balance sheet

As of September 30, 2023 and 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, December 31, 2022	$	309,097,930
Less:
Redemption		(276,471,460	)
Plus:
Remeasurement of carrying value to redemption value		3,942,803

Series A common stock subject to possible redemption, September 30, 2023	$	36,569,273

Schedule of the calculation of basic and diluted net loss per common stock

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


	For the Three Months Ended September 30,
	2023					2022
	Series A			Series B		Series A		Series B
Basic and diluted net (loss) income per common stock
Numerator:
Allocation of net (loss) income, as adjusted	$	(44,630	)	$	—	$	521,937	$	130,484
Denominator:
Basic and diluted weighted average shares outstanding		10,935,691			1		30,000,000		7,500,000
Basic and diluted net (loss) income per common stock	$	(0.00	)	$	—	$	0.02		0.02


	For the Nine Months Ended September 30,
	2023				2022
	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	$	2,437,328	$	391,373	$	(450,395	)	$	(119,927	)
Denominator:
Basic and diluted weighted average shares outstanding		18,477,615		2,967,034		27,912,088			7,432,143
Basic and diluted net income (loss) per common stock	$	0.13	$	0.13	$	(0.02	)		(0.02	)

Condensed Statements Of Operations - USD ($)	3 Months Ended		9 Months Ended
Condensed Statements Of Operations - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operation and formation costs	$ 315,247	$ 533,796	$ 1,273,146	$ 1,461,765
Loss from operations	(315,247)	(533,796)	(1,273,146)	(1,461,765)
Other income (expense):
Interest income – bank	25,961	824	43,744	922
Interest earned on marketable securities held in Trust Account	468,307	1,428,511	5,279,395	1,546,474
Interest and penalties on tax obligations	(127,646)	0	(127,646)	0
Unrealized gain on marketable securities held in Trust Account	0	43,916	0	0
Compensation expense	0	0	0	(362,500)
Total other income, net	366,622	1,473,251	5,195,493	1,184,896
Income (Loss) before provision for income taxes	51,375	939,455	3,922,347	(276,869)
Provision for income taxes	(96,005)	(287,034)	(1,093,646)	(293,453)
Net income (loss)	(44,630)	652,421	2,828,701	(570,322)
Series A common stock [Member]
Other income (expense):
Net income (loss)	$ (44,630)	$ 521,937	$ 2,437,328	$ (450,395)
Weighted average shares outstanding, basic	10,935,691	30,000,000	18,477,615	27,912,088
Weighted average shares outstanding, diluted	10,935,691	30,000,000	18,477,615	27,912,088
Basic and diluted income (loss) per share, basic	$ 0	$ 0.02	$ 0.13	$ (0.02)
Basic and diluted income (loss) per share, diluted	$ 0	$ 0.02	$ 0.13	$ (0.02)
Series B common stock [Member]
Other income (expense):
Net income (loss)	$ 0	$ 130,484	$ 391,373	$ (119,927)
Weighted average shares outstanding, basic	1	7,500,000	2,967,034	7,432,143
Weighted average shares outstanding, diluted	1	7,500,000	2,967,034	7,432,143
Basic and diluted income (loss) per share, basic	$ 0	$ 0.02	$ 0.13	$ (0.02)
Basic and diluted income (loss) per share, diluted	$ 0	$ 0.02	$ 0.13	$ (0.02)

Stockholders' Deficit

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock —

The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At September 30, 2023 and December 31, 2022, 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 September 30, 2023 and December 31, 2022, there were 7,499,999 and no shares of Series A common stock issued and outstanding, excluding 3,435,692 and 30,000,000 shares subject to possible redemption, respectively.

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, 2022, there were 7,500,000 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, 1 and 7,500,000 Series B common stock are issued and outstanding at September 30, 2023 and December 31, 2022, respectively.

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 September 30, 2023 and December 31, 2022, there are 15,000,000 outstanding Public Warrants. 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 September 30, 2023 and December 31, 2022, there are 13,850,000 Private Placement Warrants, 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 equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Summary Of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to

Form 10-Q

and Article 8 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on

Form 10-Kas

filed with the SEC on April 3, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

Emerging Growth Company

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

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

non-emerging

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

Use of Estimates

The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. The Company had $948,153 and $392,446 in cash at September 30, 2023 and December 31, 2022, respectively.

Marketable Securities Held in Trust Account

At September 30, 2023 and December 31, 2022, all of the Company’s investments held in the Trust Account are invested in money market funds invested primarily in United States Treasuries and are 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 condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

As of September 30, 2023, the Company had spent approximately $1,500,000

of cash for operating expenses with funds related to amounts previously withdrawn from the trust account to pay tax obligations.

On December 8, 2023 and December 11, 2023, the Sponsor advanced the Company $10,000 and $1,630,000, respectively, to fund the account for the funds used in operations.

To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on or prior to the

24-month

anniversary of the effective date of our registration statement relating to the Initial Public Offering, we will instruct the Trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (which may include demand deposit accounts) until the earlier of consummation of our Business Combination or liquidation. Currently, all funds in the Trust Account are held in U.S. government securities or money market funds. The longer the funds in the Trust Account are held in such U.S. government securities or money market funds, the greater the risk that we will be deemed to be an unregistered investment company under the Investment Company Act.

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 ASC 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 September 30, 2023 and 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 condensed 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.

As of September 30, 2023 and 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, December 31, 2022	$	309,097,930
Less:
Redemption		(276,471,460	)
Plus:
Remeasurement of carrying value to redemption value		3,942,803

Series A common stock subject to possible redemption, September 30, 2023	$	36,569,273

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 September 30, 2023 and December 31, 2022, there were no deferred offering costs recorded in the accompanying condensed 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 unaudited condensed 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 September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 186.87% and 30.55% for the three months ended September 30, 2023 and 2022, respectively, and 27.88% and (105.99)% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the nine months ended September 30, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets

, penalties and interest, and non deductible M&A expenses

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 September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) per Common Share

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 September 30, 2023 and 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):


	For the Three Months Ended September 30,
	2023					2022
	Series A			Series B		Series A		Series B
Basic and diluted net (loss) income per common stock
Numerator:
Allocation of net (loss) income, as adjusted	$	(44,630	)	$	—	$	521,937	$	130,484
Denominator:
Basic and diluted weighted average shares outstanding		10,935,691			1		30,000,000		7,500,000
Basic and diluted net (loss) income per common stock	$	(0.00	)	$	—	$	0.02		0.02


	For the Nine Months Ended September 30,
	2023				2022
	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	$	2,437,328	$	391,373	$	(450,395	)	$	(119,927	)
Denominator:
Basic and diluted weighted average shares outstanding		18,477,615		2,967,034		27,912,088			7,432,143
Basic and diluted net income (loss) per common stock	$	0.13	$	0.13	$	(0.02	)		(0.02	)

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 condensed 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 condensed 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.

In June 2016, the FASB issued Accounting Standards Update (“ASU”)

2016-13–

Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU

2016-13”). This

update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU

2016-13

on January 1, 2023. The adoption of ASU

2016-13

did not have a material impact on its financial statements.

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 condensed financial statements.

Subsequent Events - Additional Information (Details) - USD ($)						9 Months Ended
	Dec. 11, 2023	Dec. 08, 2023	Nov. 14, 2023	Oct. 14, 2023	Jan. 13, 2022	Sep. 30, 2023	Sep. 30, 2022
Subsequent Event [Line Items]
Cash deposited in Trust Account					$ 306,000,000	$ 0	$ 306,000,000
Subsequent Event [Member] \| Unsecured Debt [Member]
Subsequent Event [Line Items]
Debt instrument face value			$ 80,000	$ 80,000
Cash deposited in Trust Account			$ 80,000	$ 80,000
Subsequent Event [Member] \| Sponsor [Member]
Subsequent Event [Line Items]
Advances from related party	$ 1,630,000	$ 10,000
Subsequent Event [Member] \| Common Class A [Member] \| Unsecured Debt [Member]
Subsequent Event [Line Items]
Debt Instrument, Convertible, Conversion Price			$ 10.2	$ 10.2
Subsequent Event [Member] \| Tax Year 2022 [Member]
Subsequent Event [Line Items]
Payment of income tax	881,627
Subsequent Event [Member] \| Tax Year 2023 [Member]
Subsequent Event [Line Items]
Payment of income tax	$ 918,000

Private Placement - Additional Information (Details) - Private Placement Warrant [Member]	9 Months Ended
	Sep. 30, 2023 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

Related Party Transactions - Additional Information (Details)				9 Months Ended
	Jan. 13, 2022 $ / shares shares	Dec. 01, 2021 USD ($) $ / shares shares	Oct. 25, 2021 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Apr. 18, 2023 shares	Dec. 31, 2022 USD ($) shares
Related Party Transaction [Line Items]
Shares Issued, Price Per Share \| $ / shares				$ 10
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Stock issued during period shares new issues				3,900,000
Sponsor [Member] \| Working Capital Loans [Member]
Related Party Transaction [Line Items]
Other 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		$ 0
Sponsor [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value \| $			$ 250,000
Related Party [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Notes payable to related party classified as current \| $				$ 0		$ 0
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding				1		7,500,000
Common Class B [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	3,750
Common Class B [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding					1
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding				7,499,999		0
Shares Issued, Price Per Share \| $ / shares	$ 10
Common Class A [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Stock issued during period shares new issues	3,900,000
Common Class A [Member] \| Sponsor [Member] \| Restriction on Transfer of Sponsor Shares [Member]
Related Party Transaction [Line Items]
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]
Related Party Transaction [Line Items]
Stock split ratio	1.044		1.044
Common stock, shares outstanding	7,503,750
Founder Shares [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Share price \| $ / shares			$ 0.0001
Stock issued during period shares new issues			250,000
Founder Shares [Member] \| Common Class B [Member] \| Director [Member]
Related Party Transaction [Line Items]
Stock issued during period shares new issues			50,000
Founder Shares [Member] \| Common Class B [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period for services shares			7,187,500
Fee Shares [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period for services value \| $		$ 362,500
Stock shares issued during the period for services shares		50,000		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]
Related Party Transaction [Line Items]
Stock shares issued during the period for services value \| $			$ 25,000

Fair Value Measurements - Schedule of Fair Value Measurements, Recurring and Nonrecurring (Details) - Asset Held In Trust [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 36,466,121	$ 309,790,455
Level [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 1	$ 1

Commitments - Additional Information (Details) - USD ($)			9 Months Ended
	Apr. 04, 2023	Jan. 07, 2022	Sep. 30, 2023	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	$ 10,500,000
percentage of advisory service fee		$ 0.08
advisory service fee		$ 240,000
Non Redemption Agreement [Member] \| Common Class A [Member]
Other Commitments [Line Items]
Number of shares not available for Redemption	3,300,900
Threshold date for consummation of business combination one	Apr. 19, 2023
Threshold date for consummation of business combination two	Oct. 19, 2023
Threshold date for consummation of business combination three	Dec. 19, 2023
Interse transfer of shares to be made	825,225

Summary Of Significant Accounting Policies - Schedule of the calculation of basic and diluted net loss per common stock (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Allocation of net income (loss), as adjusted	$ (44,630)	$ 802,803	$ 2,070,528	$ 652,421	$ (196,919)	$ (1,025,824)	$ 2,828,701	$ (570,322)
Common Class A [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ (44,630)			$ 521,937			$ 2,437,328	$ (450,395)
Denominator:
Weighted average shares outstanding, basic	10,935,691			30,000,000			18,477,615	27,912,088
Weighted average shares outstanding, diluted	10,935,691			30,000,000			18,477,615	27,912,088
Basic and diluted income (loss) per share, basic	$ 0			$ 0.02			$ 0.13	$ (0.02)
Basic and diluted income (loss) per share, diluted	$ 0			$ 0.02			$ 0.13	$ (0.02)
Common Class B [Member]
Numerator:
Allocation of net income (loss), as adjusted	$ 0			$ 130,484			$ 391,373	$ (119,927)
Denominator:
Weighted average shares outstanding, basic	1			7,500,000			2,967,034	7,432,143
Weighted average shares outstanding, diluted	1			7,500,000			2,967,034	7,432,143
Basic and diluted income (loss) per share, basic	$ 0			$ 0.02			$ 0.13	$ (0.02)
Basic and diluted income (loss) per share, diluted	$ 0			$ 0.02			$ 0.13	$ (0.02)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Initial Public Offering - Additional Information (Details) - $ / shares		9 Months Ended
	Jan. 13, 2022	Sep. 30, 2023
Class of Stock [Line Items]
Sale of stock issue price per share		$ 10
Common Class A [Member]
Class of Stock [Line Items]
Sale of stock issue price per share	$ 10
Public Warrant [Member] \| Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Conversion Basis		Each Unit consists of one share of the Company’s Series A common stock and one-half of one redeemable warrant (“Public Warrant”).
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1
Class of warrants or rights exercise price per share		$ 11.5
IPO [Member]
Class of Stock [Line Items]
Stock issued during the period shares		30,000,000
IPO [Member] \| Common Class A [Member]
Class of Stock [Line Items]
Stock issued during the period shares	30,000,000
Over-Allotment Option [Member]
Class of Stock [Line Items]
Stock issued during the period shares		3,900,000
Over-Allotment Option [Member] \| Common Class A [Member]
Class of Stock [Line Items]
Stock issued during the period shares	3,900,000

Condensed Statements Of Changes In Stockholders' Deficit (Parenthetical)	3 Months Ended
	Mar. 31, 2022 shares
Private Placement Warrants [Member]
Stock issued during the period shares	13,850,000

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value	$ 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
Series A common stock [Member]
Temporary equity, shares issued	3,435,692	30,000,000
Temporary equity, shares outstanding	3,435,692	30,000,000
Temporary equity, redemption price per share	$ 10.64	$ 10.3
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,499,999	0
Common stock, shares outstanding	7,499,999	0
Series B common stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	1	7,500,000
Common stock, shares outstanding	1	7,500,000

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value Measurements, Recurring and Nonrecurring

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


	September 30, 2023
	Level		Amount
Assets:
Marketable securities held in Trust Account		1	$	36,466,121

	December 31, 2022
	Level		Amount
Assets:
Marketable securities held in Trust Account		1	$	309,790,455

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.


	September 30, 2023
	Level		Amount
Assets:
Marketable securities held in Trust Account		1	$	36,466,121

	December 31, 2022
	Level		Amount
Assets:
Marketable securities held in Trust Account		1	$	309,790,455

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Condensed Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivilents	$ 948,153	$ 392,446
Prepaid expenses	105,635	377,780
Total Current Assets	1,053,788	770,226
Marketable securities held in Trust Account	36,466,121	309,790,455
TOTAL ASSETS	37,519,909	310,560,681
Current liabilities
Accrued expenses	715,146	1,243,172
Excise tax payable	2,764,714	0
Accrued offering costs	5,000	75,000
Income taxes payable	2,024,004	823,991
Total Current Liabilities	5,508,864	2,142,163
Deferred underwriting fee payable	10,500,000	10,500,000
Total Liabilities	16,008,864	12,642,163
Commitments (Note 6)
Series A common stock subject to possible redemption; 3,435,692 and 30,000,000 shares issued and outstanding at September 30, 2023 and December 31, 2022 at redemption value of $10.68 and $10.30 per share, respectively	36,569,273	309,097,930
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(15,058,978)	(11,180,162)
Total Stockholders' Deficit	(15,058,228)	(11,179,412)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	37,519,909	310,560,681
Series A common stock [Member]
Stockholders' Deficit
Common Stock	749	0
Series B common stock [Member]
Stockholders' Deficit
Common Stock	$ 1	$ 750

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2023
Related Party Transactions [Abstract]
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 September 30, 2023 and December 31, 2022, the Company has no outstanding balance 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, our Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us additional funds as may be required. 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 September 30, 2023 and December 31, 2022.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Summary Of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Form 10-Q

and Article 8 of Regulation

S-X

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on

Form 10-Kas

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

As of September 30, 2023, the Company had spent approximately $1,500,000

of cash for operating expenses with funds related to amounts previously withdrawn from the trust account to pay tax obligations.

On December 8, 2023 and December 11, 2023, the Sponsor advanced the Company $10,000 and $1,630,000, respectively, to fund the account for the funds used in operations.

24-month

Series A Common Stock Subject to Possible Redemption

paid-in

capital and accumulated deficit.

As of September 30, 2023 and 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, December 31, 2022	$	309,097,930
Less:
Redemption		(276,471,460	)
Plus:
Remeasurement of carrying value to redemption value		3,942,803

Series A common stock subject to possible redemption, September 30, 2023	$	36,569,273

Deferred Offering Costs

The Company complies with the requirements of the

ASC 340-10-S99-1 and

As of September 30, 2023 and December 31, 2022, there were no deferred offering costs recorded in the accompanying condensed balance sheets respectively.

Concentration of Credit Risk

Income Taxes

, penalties and interest, and non deductible M&A expenses

more-likely-than-not

Net Income (Loss) per Common Share

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


	For the Three Months Ended September 30,
	2023					2022
	Series A			Series B		Series A		Series B
Basic and diluted net (loss) income per common stock
Numerator:
Allocation of net (loss) income, as adjusted	$	(44,630	)	$	—	$	521,937	$	130,484
Denominator:
Basic and diluted weighted average shares outstanding		10,935,691			1		30,000,000		7,500,000
Basic and diluted net (loss) income per common stock	$	(0.00	)	$	—	$	0.02		0.02


	For the Nine Months Ended September 30,
	2023				2022
	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	$	2,437,328	$	391,373	$	(450,395	)	$	(119,927	)
Denominator:
Basic and diluted weighted average shares outstanding		18,477,615		2,967,034		27,912,088			7,432,143
Basic and diluted net income (loss) per common stock	$	0.13	$	0.13	$	(0.02	)		(0.02	)

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”),

ASU 2020-06

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

In June 2016, the FASB issued Accounting Standards Update (“ASU”)

2016-13–

Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU

2016-13”). This

2016-13

on January 1, 2023. The adoption of ASU

2016-13

did not have a material impact on its financial statements.

Summary Of Significant Accounting Policies -Schedule of Series A common stock reflected in the balance sheet (Details) - USD ($)	3 Months Ended					9 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Dec. 31, 2022
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)
Less: Redemption						$ (276,471,460)
Plus: Remeasurement of carrying value to redemption value	$ 207,556	$ 1,180,703	$ 2,554,544	$ 1,103,021	$ 30,799,058	3,942,803	33,896,988
Plus: Series A common stock subject to possible redemption	$ 36,569,273					$ 36,569,273	$ 309,097,930

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1A
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

+ Details

Condensed Statements Of Cash Flows - USD ($)	9 Months Ended
Condensed Statements Of Cash Flows - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 2,828,701	$ (570,322)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(5,279,395)	(1,546,474)
Unrealized loss on marketable securities held in Trust Account	0	0
Compensation expenses	0	362,500
Changes in operating assets and liabilities:
Prepaid expenses	272,145	(489,935)
Accrued expenses	(528,026)	893,916
Income taxes payable	1,200,013	293,453
Net cash used in operating activities	(1,506,562)	(1,056,862)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	0	(306,000,000)
Cash withdrawn from Trust Account to pay franchise and income taxes	2,132,269	0
Cash withdrawn from Trust Account in connection with redemption	276,471,460	0
Net cash provided by (used in) investing activities	278,603,729	(306,000,000)
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
Repayment of promissory note – related party	0	(149,539)
Payment of offering costs	(70,000)	(743,830)
Redemption of common stock	(276,471,460)	0
Net cash (used in) provided by financing activities	(276,541,460)	307,245,893
Net Change in Cash	555,707	189,031
Cash – Beginning of period	392,446	0
Cash – End of period	948,153	189,031
Non-cash investing and financing activities:
Offering costs included in accrued offering costs	0	717,219
Initial classification of Series A common stock subject to possible redemption	0	307,103,021
Remeasurement of carrying value to redemption value	3,942,803	0
Deferred underwriting fee payable	$ 0	$ 10,500,000

Description Of Organization And Business Operations - Additional Information (Details) - USD ($)						3 Months Ended	9 Months Ended
	Nov. 14, 2023	Oct. 14, 2023	Apr. 18, 2023	Aug. 16, 2022	Jan. 13, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	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
Cash deposited in Trust Account					$ 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							$ 948,153
Working capital							4,455,076
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
Excise tax liability							$ 2,764,714
Percentage of shares redeemable							1.00%
Unsecured Debt [Member] \| Subsequent Event [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Cash deposited in Trust Account	$ 80,000	$ 80,000
Debt instrument face value	80,000	80,000
Unsecured Debt [Member] \| Asset, Held-in-Trust [Member] \| Subsequent Event [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Cash deposited in Trust Account	$ 80,000	$ 80,000
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			$ 10.41				$ 10.64		$ 10.3
Temporary equity stock redeemed during the period shares			26,564,308
Common stock, shares outstanding							7,499,999		0
Temporary equity shares outstanding							3,435,692		30,000,000
Common stock shares redeemable			26,564,308
Common stock value redeemable			$ 276,471,460
Common Class A [Member] \| Unsecured Debt [Member] \| Subsequent Event [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Debt Instrument, Convertible, Conversion Price	$ 10.2	$ 10.2
Common Class A [Member] \| Sponsor [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Conversion of shares converted			7,499,999
Temporary equity shares outstanding			10,935,691
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
Common Class B [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Common stock, shares outstanding							1		7,500,000
Common Class B [Member] \| Sponsor [Member]
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items]
Conversion of permanent equity into temporary equity shares			7,499,999
Common stock, shares outstanding			1