XML 35 R24.htm IDEA: XBRL DOCUMENT v3.23.1
Organization and Business Operations (Details) - USD ($)
1 Months Ended 12 Months Ended
Dec. 27, 2021
Dec. 20, 2021
Dec. 31, 2022
Dec. 31, 2021
Organization and Business Operations (Details) [Line Items]        
Total gross proceeds     $ 28,693,420  
Transaction costs     14,181,568  
Underwriting commissions     4,973,868  
Deferred underwriting fees     8,704,270  
Other offering costs     $ 503,430  
Fair market value, percentage     80.00%  
Ownership percentage     50.00%  
Public offering, description     Following the closing of the Public Offering, the partial exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $251,180,354 ($10.10 per Unit) was placed in a Trust Account (“Trust Account”). The proceeds are invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except for any interest income released to the Company to pay franchise and income taxes and up to $100,000 of interest to pay dissolution expenses, none of the funds held in trust will be released from the Trust Account until the earlier of (i) the consummation of the initial Business Combination; (ii) the redemption of the public shares if the Company is unable to consummate a Business Combination within 18 months from the completion of the Public Offering subject to applicable law, or 21 months from the closing of the Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 18 months from the closing of the Public Offering but has not completed the initial Business Combination within such 18-month period (the “Completion Window”); or (iii) the redemption of any public shares properly tendered in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Completion Window, or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders.   
Cash     $ 72,753 $ 1,227,914
Working capital     203,453  
Repaid outstanding balance $ 105,260      
Working capital     $ 203,453  
Public Offering [Member]        
Organization and Business Operations (Details) [Line Items]        
Shares issued (in Shares)   22,000,000    
Private Placement [Member]        
Organization and Business Operations (Details) [Line Items]        
Shares issued (in Shares)     86,081  
Share price (in Dollars per share)     $ 10  
Sale of units (in Shares)   890,000 890,000  
Sale of stock price (in Dollars per share)   $ 10 $ 10  
Total gross proceeds     $ 860,810  
Over-Allotment Option [Member]        
Organization and Business Operations (Details) [Line Items]        
Shares issued (in Shares)     2,869,342  
Share price (in Dollars per share)     $ 10  
Class A Common Stock [Member] | Public Offering [Member]        
Organization and Business Operations (Details) [Line Items]        
Share price (in Dollars per share)   $ 10    
Business Combination [Member]        
Organization and Business Operations (Details) [Line Items]        
Business combination, description     In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).  
Sponsor [Member]        
Organization and Business Operations (Details) [Line Items]        
Capital contribution     $ 25,000  
Loan     $ 300,000