0001104659-23-071330 | S-4/A | XBRL Viewer | Digital Transformation Opportunities Corp

Subsequent Events (Details)	Mar. 06, 2023 USD ($) item $ / shares shares	Jan. 06, 2023 item
Subsequent Events
Maximum number of times for extend the date by which the Company has to consummate a business combination	3
Additional extension period each time for the Company to consummate a business combination	1 month
Number of shares exercised \| shares	31,502,931
Cash released from trust account \| $	$ 321,160,140
Price per share of cash released from trust account \| $ / shares	$ 10.19
DTOC Class A ordinary shares
Subsequent Events
Aggregate shares issued upon conversion \| shares	8,262,500
Amended and Restated Business Combination Agreement \| AON
Subsequent Events
Number of managers designated by holders representing more than 50% of the AON common units		2
Minimum ownership percentage required for designation of two managers		50.00%
Number of managers designated by New AON		3
Subsequent Events
Subsequent Events
Maximum number of times for extend the date by which the Company has to consummate a business combination	3
Additional extension period each time for the Company to consummate a business combination	1 month
Number of shares exercised \| shares	31,502,931
Cash released from trust account \| $	$ 321,160,140
Price per share of cash released from trust account \| $ / shares	$ 10.19
Subsequent Events \| Sponsor
Subsequent Events
Loan amount \| $	$ 150,000
Subsequent Events \| Sponsor \| Unsecured promissory note
Subsequent Events
Loan amount \| $	$ 150,000
Subsequent Events \| Amended and Restated Business Combination Agreement \| AON
Subsequent Events
Number of managers designated by holders representing more than 50% of the AON common units		2
Minimum ownership percentage required for designation of two managers		50.00%
Number of managers designated by New AON		3

Private Placement (Details) - USD ($)		12 Months Ended
Mar. 12, 2021	Dec. 31, 2021
Initial Public Offering and Private Placement
Aggregate purchase price		$ 9,170,000
Private Placement \| Private Placement Warrants
Initial Public Offering and Private Placement
Number of warrants to purchase shares issued	6,113,333
Price of warrants	$ 1.50
Aggregate purchase price	$ 9,170,000
Fair value of private placement warrants	$ 8,424,173

Income Tax

12 Months Ended

Dec. 31, 2022

Note 9 — Income Tax

The Company’s net deferred tax assets are as follows:


	December 31,		December 31,
	2022		2021
Deferred tax asset (liability)
Organizational costs/Start-up costs	$	421,523	$	250,136
Unrealized gain - Trust		(574,998)		—
Federal net operating loss		—		37,921
Total deferred tax asset		(153,475)		288,057
Valuation allowance		(421,523)		(288,057)
Deferred tax liability, net of allowance	$	(574,998)	$	—

The income tax provision consists of the following:


	December 31,		December 31,
	2022		2021
Federal
Current	$	451,637	$	—
Deferred		441,357		(287,882)
State
Current		—		—
Deferred		—		—
Change in valuation allowance		133,642		287,882
Income tax provision	$	1,026,636	$	—

The Company’s net operating loss carryforward as of December 31, 2022 and 2021 amounted to $0 and $180,575, respectively, and will be carried forward indefinitely.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $422,133 and $287,882, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:


	December 31,			December 31,
	2022			2021
Statutory federal income tax rate		21.00	%		21.00	%
State taxes, net of federal tax benefit		—	%		—	%
Change in fair value of warrant liabilities		(15.8)	%		(26.68)	%
Stock issuance costs		—	%		2.25	%
Business combination expense		2.50	%		—	%
Change in valuation allowance		1.20	%		3.43	%
Income tax provision		8.9	%		—	%

The Company files income tax returns in the U.S. federal jurisdiction and California and is subject to examination by the various taxing authorities, since inception.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Related Party Transactions

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

On January 8, 2021, the Company’s Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) for a capital contribution of $25,000. On March 9, 2021, the Company effected a stock dividend of 0.2 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares, which included an aggregate of up to 1,125,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriter in full. On March 12, 2021, the underwriter partially exercised its over-allotment option, hence, 837,500 Founder Shares were no longer subject to forfeiture. On March 15, 2021, the underwriter forfeited the remaining over-allotment option, and hence 287,500 shares of Class B common stock were subsequently forfeited.

On March 9, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors, and 150,000 Founder Shares to Kyle Francis, the Company’s Chief Financial Officer, as an inducement to serve as Officer and directors of the Company, for a sales price of $0.003 per share, or an aggregate of $450 (the “purchase price”). The transferred shares shall vest upon the Company consummating an initial business combination. In the event that a recipient ceases to serve as either an Officer or directors prior to the vesting date, the Sponsor has the option to repurchase the shares at the purchase price. The fair value of the transferred shares at March 9, 2021, was estimated using a Monte Carlo simulation model to be approximately $1.6 million in the aggregate. The Company will record the fair value of the transferred shares as Officer and director compensation expense upon consummation of an initial business combination, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “Compensation-Stock Compensation”, which requires deferral of the expense recognition until after the performance condition is achieved, if the performance condition is a business combination or similar liquidity event. The transferred shares have the same terms and restrictions as the Founder Shares held by the Sponsor.

The Sponsor and each of the officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares 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 allow redemption in connection with an initial business combination or to redeem 100% of the public shares if the Company does not complete the initial business combination within 24 months from the closing of this the Initial Public Offering or (B) with respect to any other material provisions relating to stockholder’s rights or pre-initial business combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial business combination within 24 months from the closing of this the Initial Public Offering or during any Extension Period, and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the Company’s initial business combination.

With certain limited exceptions, the Founder Shares will not be transferable or assignable until the earlier of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last reported sale price of Class 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 the Company’s initial business combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization 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.

Promissory Note — Related Party

On January 8, 2021, the Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering. This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. During the period from January 8, 2021 to March 12, 2021, the Company had borrowed $212,215 under the promissory note. On March 12, 2021, the Company paid the $212,215 balance on the note from the proceeds of the Initial Public Offering.

the Sponsor for $150,000. The promissory note bears no interest and all unpaid principal under the promissory note will be due and payable in full up upon the consummation of the AON Business Combination. As of March 31, 2023, the Company had $150,000 outstanding balance under this note.

Advances from Related Party

For the three months ended March 31, 2023, the Sponsor had advanced the Company $50,000 for working capital purposes, of which $0 was repaid during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the outstanding balance under the advances amounted to $50,000 and $0, respectively.

Related Party Loans

In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At March 31, 2023 and December 31, 2022, no Working Capital Loans were outstanding.

Note 5 — Related Party Transactions

Founder Shares

directors prior to the vesting date, the Sponsor has the option to repurchase the shares at the purchase price. The fair value of the transferred shares at March 9, 2021, was estimated using a Monte Carlo simulation model to be approximately $1.6 million in the aggregate. The Company will record the fair value of the transferred shares as Officer and director compensation expense upon consummation of an initial business combination, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “Compensation — Stock Compensation”, which requires deferral of the expense recognition until after the performance condition is achieved, if the performance condition is a business combination or similar liquidity event. The transferred shares have the same terms and restrictions as the Founder Shares held by the Sponsor.

Promissory Note — Related Party

Related Party Loans

In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At December 31, 2022 and 2021, no Working Capital Loans were outstanding.

STATEMENTS OF CASH FLOWS	3 Months Ended
STATEMENTS OF CASH FLOWS	Mar. 31, 2023 USD ($)
Cash Flows from Operating Activities:
Net income	$ 179,408
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(2,344,505)
Unrealized loss on marketable securities held in Trust Account	139,897
Change in fair value of warrant liability	558,748
Changes in operating assets and liabilities:
Prepaid assets	(83,271)
Deferred tax liability	(574,998)
Accounts payable and accrued expenses	1,124,342
Net cash used in operating activities	(1,000,379)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(150,000)
Interest withdrawn from Trust Account to pay for franchise and income taxes	580,050
Cash withdrawn from Trust Account in connection with redemptions	321,160,140
Net cash provided by in investing activities	321,590,190
Cash Flows from Financing Activities:
Advances from related party	50,000
Proceeds from promissory note - related party	150,000
Redemption of common stock	(321,160,140)
Net cash used in financing activities	(320,960,140)
Net Change in Cash	(370,329)
Cash, beginning of period	374,304
Cash, end of period	3,975
Supplemental Disclosure of Non-cash Financing Activities:
Remeasurement of Class A common stock subject to possible redemption	2,422,374
Excise tax payable	3,211,601
Conversion of Class B shares to Class A	$ 826

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Fair Value Measurements

Schedule of company's assets that are measured at fair value on a recurring basis


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	March 31,		Markets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	19,036,509	$	19,036,509	$	—	$	—
Liabilities:
Public Warrants Liability	$	816,241	$	816,241	$	—	$	—
Private Placement Warrants Liability		617,590		—		—		617,590
	$	1,433,831	$	816,241	$	—	$	617,590


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	338,422,091	$	338,422,091	$	—	$	—
Liabilities:
Public Warrants Liability	$	500,250	$	500,250		—	$	—
Private Placement Warrants Liability		374,833		—		—		374,833
	$	875,083	$	500,250	$	—	$	374,833


					Significant		Significant
			Quoted		Other		Other
			Prices In		Observable		Unobservable
	December 31,		Active		Markets		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	338,422,091	$	338,422,091	$	—	$	—
Liabilities:
Public Warrants Liability	$	500,250		500,250		—	$	—
Private Placement Warrants Liability		374,833		—		—		374,833
	$	875,083	$	500,250	$	—	$	374,833


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	333,520,259	$	333,520,259	$	—	$	—
Liabilities:
Public Warrants Liability	$	5,501,916	$	5,501,916	$	—	$	—
Private Placement Warrants Liability		4,053,659		—		—		4,053,659
	$	9,555,575	$	5,501,916	$	—	$	4,053,659

Schedule of monte carlo simulation model for warrants


	March 31,			December 31,
	2023			2022
Inputs
Probability of completing a business combination		20	%		50	%
Risk-free interest rate		4.80	%		4.74	%
Expected term remaining (years)		0.23			0.33
Expected volatility		9.8	%		9.9	%
Stock price	$	10.35		$	10.05
Dividend yield		0.00	%		0.00	%
Exercise price	$	11.50		$	11.50


	March 12, 2021
Inputs
Probability of completing a business combination		85	%
Risk-free interest rate		1.17	%
Expected term remaining (years)		6.43
Expected volatility		24.3	%
Stock price	$	9.92
Dividend yield		0.00	%
Exercise price	$	11.50


	December 31, 2022			December 31, 2021
Inputs
Probability of completing a business combination		50	%		85	%
Risk-free interest rate		4.74	%		1.34	%
Expected term remaining (years)		0.33			5.85
Expected volatility		9.9	%		11.5	%
Stock price	$	10.05		$	9.75
Dividend yield		0.00	%		0.00	%
Exercise price	$	11.50		$	11.50

Schedule of change in the fair value of level 3 the warrant liabilities


Fair Value as of December 31, 2022	$	374,833
Change in valuation		242,757
Fair Value as of March 31, 2023	$	617,590


Fair Value as of December 31, 2021	$	4,053,659
Change in valuation		(1,596,851)
Fair Value as of March 31, 2022	$	2,456,808



Fair Value as of December 31, 2021	$	4,053,659
Change in valuation		(3,678,826)
Fair Value as of December 31, 2022	$	374,833
Fair Value as of January 1, 2021	$	—
Initial measurement on March 12, 2021		20,222,270
Transfer of public warrants to Level 1		(7,770,550)
Change in valuation		(8,398,061)
Fair Value as of December 31, 2021	$	4,053,659

Initial Public Offering

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Initial Public Offering.

Initial Public Offering

Note 3 — Initial Public Offering

Public Units

On March 12, 2021, the Company sold 33,350,000 Units, at a purchase price of $10.00 per Unit, which included 3,350,000 Units as a result of the underwriter’s partial exercise of its option to purchase up to 4,500,000 additional Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”).

Public Warrants

Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of its initial business combination and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such Unit.

Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

●

equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities).

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below;

●

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and

●

if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

The “fair market value” of the Class A common stock for the above purpose shall mean the volume-weighted average price of our Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Note 3 — Initial Public Offering

Public Units

Public Warrants

Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities).

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Initial Public Offering (Details)		3 Months Ended	12 Months Ended
Initial Public Offering (Details)	Mar. 12, 2021 $ / shares shares	Mar. 31, 2023 D $ / shares shares	Dec. 31, 2022 D $ / shares shares
Public Warrants
Initial Public Offering
Number of units sold \| shares			1
Number of shares issuable per warrant \| shares		1
Public warrants exercisable term from the closing of the initial public offering		12 months	12 months
Public Warrants exercisable term after the completion of a business combination		30 days	30 days
Public Warrants expiration term		5 years	5 years
Threshold issue price per share		$ 9.20	$ 9.20
Percentage of gross proceeds on total equity proceeds		60.00%	60.00%
Threshold trading days determining volume weighted average price		20 days	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115.00%	115.00%
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00	$ 18.00
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)		180	180
Public Warrants \| Class A Common Stock
Initial Public Offering
Exercise price of warrants		$ 11.50
Threshold trading days determining volume weighted average price		10 days	10 days
Threshold maximum period for filing registration statement after business combination		60 days	60 days
Exercise price by surrendering of whole warrants		$ 0.361	$ 0.361
Average reported sale price		10 days	10 days
Public Warrants \| Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $10.00
Initial Public Offering
Redemption price per public warrant (in dollars per share)		$ 0.10	$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days	30 days
Threshold number of business days before sending notice of redemption to warrant holders			three
Public Warrants \| Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $10.00 \| Class A Common Stock
Initial Public Offering
Stock price trigger for redemption of public warrants (in dollars per share)		$ 10.00	$ 10.00
Public Warrants \| Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00
Initial Public Offering
Redemption price per public warrant (in dollars per share)		$ 0.01	$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days	30 days
Threshold number of business days before sending notice of redemption to warrant holders		three
Public Warrants \| Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00 \| Class A Common Stock
Initial Public Offering
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00	$ 18.00
Threshold trading days for redemption of public warrants \| D		20	20
Threshold consecutive trading days for redemption of public warrants \| D		30	30
Private Placement Warrants \| Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $10.00 \| Class A Common Stock
Initial Public Offering
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00	$ 18.00
Initial Public Offering
Initial Public Offering
Number of units sold \| shares	33,350,000		33,350,000
Purchase price, per unit	$ 10.00
Initial Public Offering \| Class A Common Stock
Initial Public Offering
Number of shares in a unit \| shares	1
Initial Public Offering \| Public Warrants
Initial Public Offering
Number of warrants in a unit \| shares	0.25
Number of shares issuable per warrant \| shares	1
Exercise price of warrants	$ 11.50		$ 11.50
Over-allotment option
Initial Public Offering
Number of units sold \| shares	3,350,000
Purchase price, per unit	$ 10.00
Maximum number of shares issued to underwriters \| shares	4,500,000

Initial Public Offering (Details)		3 Months Ended	12 Months Ended
Initial Public Offering (Details)	Mar. 12, 2021 $ / shares shares	Mar. 31, 2023 D $ / shares shares	Dec. 31, 2022 D $ / shares shares
Public Warrants
Initial Public Offering
Number of units sold \| shares			1
Number of shares issuable per warrant \| shares		1
Public warrants exercisable term from the closing of the initial public offering		12 months	12 months
Public Warrants exercisable term after the completion of a business combination		30 days	30 days
Public Warrants expiration term		5 years	5 years
Threshold issue price per share		$ 9.20	$ 9.20
Percentage of gross proceeds on total equity proceeds		60.00%	60.00%
Threshold trading days determining volume weighted average price		20 days	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115.00%	115.00%
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00	$ 18.00
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)		180	180
Public Warrants \| Class A Common Stock
Initial Public Offering
Exercise price of warrants		$ 11.50
Threshold trading days determining volume weighted average price		10 days	10 days
Threshold maximum period for filing registration statement after business combination		60 days	60 days
Exercise price by surrendering of whole warrants		$ 0.361	$ 0.361
Average reported sale price		10 days	10 days
Public Warrants \| Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $10.00
Initial Public Offering
Redemption price per public warrant (in dollars per share)		$ 0.10	$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days	30 days
Threshold number of business days before sending notice of redemption to warrant holders			three
Public Warrants \| Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $10.00 \| Class A Common Stock
Initial Public Offering
Stock price trigger for redemption of public warrants (in dollars per share)		$ 10.00	$ 10.00
Public Warrants \| Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00
Initial Public Offering
Redemption price per public warrant (in dollars per share)		$ 0.01	$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days	30 days
Threshold number of business days before sending notice of redemption to warrant holders		three
Public Warrants \| Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00 \| Class A Common Stock
Initial Public Offering
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00	$ 18.00
Threshold trading days for redemption of public warrants \| D		20	20
Threshold consecutive trading days for redemption of public warrants \| D		30	30
Private Placement Warrants \| Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $10.00 \| Class A Common Stock
Initial Public Offering
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00	$ 18.00
Initial Public Offering
Initial Public Offering
Number of units sold \| shares	33,350,000		33,350,000
Purchase price, per unit	$ 10.00
Initial Public Offering \| Class A Common Stock
Initial Public Offering
Number of shares in a unit \| shares	1
Initial Public Offering \| Public Warrants
Initial Public Offering
Number of warrants in a unit \| shares	0.25
Number of shares issuable per warrant \| shares	1
Exercise price of warrants	$ 11.50		$ 11.50
Over-allotment option
Initial Public Offering
Number of units sold \| shares	3,350,000
Purchase price, per unit	$ 10.00
Maximum number of shares issued to underwriters \| shares	4,500,000

Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Summary of reconciliation of common stock subject to possible redemption

At March 31, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		33,741,754
Class A common stock subject to possible redemption, December 31, 2022		337,358,456
Less:
Redemptions		(321,160,140)
Plus:
Remeasurement of carrying value to redemption value		2,422,374
Class A common stock subject to possible redemption, March 31, 2023	$	18,620,690

At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		29,883,298
Class A common stock subject to possible redemption, December 31, 2021		333,500,000
Remeasurement of carrying value to redemption value		3,858,456
Class A common stock subject to possible redemption, December 31, 2022	$	337,358,456

Reconciliation of Net Income per Common Share


	For the Three Months
	Ended March 31,
	2023		2022
Class A Common Stock subject to possible redemption
Numerator: Net income allocable to Class A common stock	$	99,111	$	2,817,354
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		10,291,180		33,350,000
Basic and diluted net income per share	$	0.01	$	0.08

Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	26,525	$	—
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		2,754,167		—
Basic and diluted net income per share	$	0.01	$	—

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	53,771	$	704,339
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		5,583,333		8,337,500
Basic and diluted net income per share	$	0.01	$	0.08


	For the Years Ended December 31,
	2022		2021
Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	8,425,951	$	6,467,292
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		33,350,000		26,954,110
Basic and diluted net income per share	$	0.25	$	0.24

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	2,106,488	$	1,927,427
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		8,337,500		8,033,048
Basic and diluted net income per share	$	0.25	$	0.24

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended			12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Formation and operating costs		$ 1,013,985	$ 250,299	$ 2,389,899	$ 1,632,489
Loss from Operations		(1,013,985)	(250,299)	(2,389,899)	(1,632,489)
Other income (expense):
Interest income		2,344,505	8,225	5,128,585	20,259
Offering costs allocated to warrants					(659,746)
Unrealized loss on marketable securities held in Trust Account		(139,897)		139,897
Change in fair value of warrant liability		(558,748)	3,763,767	8,680,492	10,666,695
Total other income, net		1,645,860	3,771,992	13,948,974	10,027,208
Income before provision for income taxes		631,875	3,521,693	11,559,075	8,394,719
Provision for income taxes		452,467		1,026,636
Net income		$ 179,408	$ 3,521,693	$ 10,532,439	$ 8,394,719
Class A Common Stock
Other income (expense):
Weighted average shares outstanding,Basic		2,754,167		33,350,000	26,954,110
Weighted average shares outstanding, Diluted		2,754,167	0	33,350,000	26,954,110
Basic net income per share		$ 0.01		$ 0.25	$ 0.24
Diluted net income per share	$ 0.01	$ 0.01		$ 0.00	$ 0.24
Class A Common Stock subject to possible redemption
Other income (expense):
Weighted average shares outstanding,Basic		10,291,180	33,350,000	33,350,000	26,954,110
Weighted average shares outstanding, Diluted		10,291,180	33,350,000	33,350,000	26,954,110
Basic net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24
Diluted net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24
Class B Common Stock
Other income (expense):
Weighted average shares outstanding,Basic		5,583,333	8,337,500	8,337,500	8,033,048
Weighted average shares outstanding, Diluted		5,583,333	8,337,500	8,337,500	8,033,048
Basic net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24
Diluted net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24

Significant Accounting Policies - Reconciliation of Net Income (Loss) Per Common Share (Details) - USD ($)	3 Months Ended			12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies
Net income allocable		$ 179,408	$ 3,521,693	$ 10,532,439	$ 8,394,719
Additional paid-in capital
Significant Accounting Policies
Net income allocable				0	0
Accumulated Deficit
Significant Accounting Policies
Net income allocable		$ 179,408	$ 3,521,693	10,532,439	8,394,719
Class A Common Stock
Significant Accounting Policies
Net income (loss) allocable to common stock				$ 8,425,951	$ 6,467,292
Weighted average shares outstanding,Basic		2,754,167		33,350,000	26,954,110
Weighted average shares outstanding, Diluted		2,754,167	0	33,350,000	26,954,110
Basic net income per share		$ 0.01		$ 0.25	$ 0.24
Diluted net income per share	$ 0.01	$ 0.01		$ 0.00	$ 0.24
Class A Common Stock \| Common Stock
Significant Accounting Policies
Net income allocable		$ 26,525
Weighted average shares outstanding,Basic		2,754,167
Basic net income per share		$ 0.01
Class A Common Stock subject to possible redemption
Significant Accounting Policies
Weighted average shares outstanding,Basic		10,291,180	33,350,000	33,350,000	26,954,110
Weighted average shares outstanding, Diluted		10,291,180	33,350,000	33,350,000	26,954,110
Basic net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24
Diluted net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24
Class A Common Stock subject to possible redemption \| Common Stock
Significant Accounting Policies
Net income allocable		$ 99,111	$ 2,817,354
Weighted average shares outstanding,Basic		10,291,180	33,350,000
Basic net income per share		$ 0.01	$ 0.08
Class B Common Stock
Significant Accounting Policies
Net income (loss) allocable to common stock				$ 2,106,488	$ 1,927,427
Weighted average shares outstanding,Basic		5,583,333	8,337,500	8,337,500	8,033,048
Weighted average shares outstanding, Diluted		5,583,333	8,337,500	8,337,500	8,033,048
Basic net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24
Diluted net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24
Class B Common Stock \| Common Stock
Significant Accounting Policies
Net income allocable		$ 53,771	$ 704,339
Weighted average shares outstanding,Basic		5,583,333	8,337,500
Basic net income per share		$ 0.01	$ 0.08

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Common Stock	Class A Common Stock	Class B Common Stock Common Stock	Additional paid-in capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 0		$ 0	$ 0	$ (834)	$ (834)
Balance at the beginning (in shares) at Dec. 31, 2020	0		0
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Issuance of common stock to Sponsor			$ 863	24,137	0	25,000
Issuance of common stock to Sponsor (in shares)			8,625,000
Excess of cash received over fair value of private placement warrants				586,880	0	586,880
Forfeiture of common stock by Sponsor			$ (29)	29	0
Forfeiture of common stock by Sponsor(In Shares)			(287,500)
Remeasurement of carrying value to redemption value				(611,046)	(29,272,252)	(29,883,298)
Net income allocable				0	8,394,719	8,394,719
Balance at the end at Dec. 31, 2021	$ 0		$ 834	0	(20,878,367)	(20,877,533)
Balance at the end (in shares) at Dec. 31, 2021	0		8,337,500
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Net income allocable			$ 704,339		3,521,693	3,521,693
Balance at the end at Mar. 31, 2022			$ 834		(17,356,674)	(17,355,840)
Balance at the end (in shares) at Mar. 31, 2022			8,337,500
Balance at the beginning at Dec. 31, 2021	$ 0		$ 834	0	(20,878,367)	(20,877,533)
Balance at the beginning (in shares) at Dec. 31, 2021	0		8,337,500
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Remeasurement of carrying value to redemption value					(3,858,456)	(3,858,456)
Net income allocable				0	10,532,439	10,532,439
Balance at the end at Dec. 31, 2022	$ 0		$ 834	$ 0	(14,204,384)	(14,203,550)
Balance at the end (in shares) at Dec. 31, 2022	0		8,337,500
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Conversion Of Shares From One Class To Other, Value	$ 826		$ (826)		0	826
Conversion Of Shares From One Class To Other, Shares	8,262,500		(8,262,500)
Remeasurement of carrying value to redemption value					(2,422,374)	(2,422,374)
Remeasurement of carrying value to redemption value		$ (18,244,148)
Excise tax payable					(3,211,601)	(3,211,601)
Net income allocable	$ 26,525		$ 53,771		179,408	179,408
Balance at the end at Mar. 31, 2023	$ 826		$ 8		$ (19,658,951)	$ (19,658,117)
Balance at the end (in shares) at Mar. 31, 2023	8,262,500		75,000

Related Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Related Party Transactions

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

Promissory Note — Related Party

Advances from Related Party

Related Party Loans

Note 5 — Related Party Transactions

Founder Shares

Promissory Note — Related Party

Related Party Loans

In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At December 31, 2022 and 2021, no Working Capital Loans were outstanding.

BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Asset
Cash	$ 3,975	$ 374,304		$ 803,309
Prepaid expenses	169,890	86,619		468,587
Total current assets	173,865	460,923		1,271,896
Other noncurrent assets				86,855
Cash and securities held in Trust Account	19,036,509	338,422,091		333,520,259
Total Assets	19,210,374	338,883,014		334,879,010
Liabilities, Redeemable Common Stock and Stockholders' Deficit
Accounts payable and accrued expenses	3,729,869	2,605,527		1,028,468
Total current liabilities	7,141,470	2,605,527		1,028,468
Deferred underwriting fee	11,672,500	11,672,500		11,672,500
Deferred tax liability		574,998
Warrant liability	1,433,831	875,083		9,555,575
Total Liabilities	20,247,801	15,728,108		22,256,543
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(19,658,951)	(14,204,384)		(20,878,367)
Total Stockholders' Deficit	(19,658,117)	(14,203,550)	$ (17,355,840)	(20,877,533)	$ (834)
Total Liabilities, Redeemable Common Stock and Stockholders' Deficit	19,210,374	338,883,014		334,879,010
Class A Common Stock subject to possible redemption
Liabilities, Redeemable Common Stock and Stockholders' Deficit
Class A Common Stock subject to possible redemption, 1,847,069 and 33,350,000 shares at redemption value of $10.08 and $10.12, at March 31, 2023 and December 31, 2022, respectively	18,620,690	337,358,456		333,500,000
Class B Common Stock
Stockholders' Deficit
Common stock	$ 8	$ 834		$ 834

Significant Accounting Policies - Reconciliation of Net Income (Loss) Per Common Share (Details) - USD ($)	3 Months Ended			12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies
Net income allocable		$ 179,408	$ 3,521,693	$ 10,532,439	$ 8,394,719
Class A Common Stock
Significant Accounting Policies
Net income (loss) allocable to common stock				$ 8,425,951	$ 6,467,292
Weighted average shares outstanding, Basic		2,754,167		33,350,000	26,954,110
Weighted average shares outstanding, Diluted		2,754,167	0	33,350,000	26,954,110
Basic net income per share		$ 0.01		$ 0.25	$ 0.24
Diluted net income per share	$ 0.01	$ 0.01		$ 0.00	$ 0.24
Class B Common Stock
Significant Accounting Policies
Net income (loss) allocable to common stock				$ 2,106,488	$ 1,927,427
Weighted average shares outstanding, Basic		5,583,333	8,337,500	8,337,500	8,033,048
Weighted average shares outstanding, Diluted		5,583,333	8,337,500	8,337,500	8,033,048
Basic net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24
Diluted net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Fair Value Measurements

Schedule of company's assets that are measured at fair value on a recurring basis


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	March 31,		Markets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	19,036,509	$	19,036,509	$	—	$	—
Liabilities:
Public Warrants Liability	$	816,241	$	816,241	$	—	$	—
Private Placement Warrants Liability		617,590		—		—		617,590
	$	1,433,831	$	816,241	$	—	$	617,590


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	338,422,091	$	338,422,091	$	—	$	—
Liabilities:
Public Warrants Liability	$	500,250	$	500,250		—	$	—
Private Placement Warrants Liability		374,833		—		—		374,833
	$	875,083	$	500,250	$	—	$	374,833


					Significant		Significant
			Quoted		Other		Other
			Prices In		Observable		Unobservable
	December 31,		Active		Markets		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	338,422,091	$	338,422,091	$	—	$	—
Liabilities:
Public Warrants Liability	$	500,250		500,250		—	$	—
Private Placement Warrants Liability		374,833		—		—		374,833
	$	875,083	$	500,250	$	—	$	374,833


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	333,520,259	$	333,520,259	$	—	$	—
Liabilities:
Public Warrants Liability	$	5,501,916	$	5,501,916	$	—	$	—
Private Placement Warrants Liability		4,053,659		—		—		4,053,659
	$	9,555,575	$	5,501,916	$	—	$	4,053,659

Schedule of monte carlo simulation model for warrants


	March 31,			December 31,
	2023			2022
Inputs
Probability of completing a business combination		20	%		50	%
Risk-free interest rate		4.80	%		4.74	%
Expected term remaining (years)		0.23			0.33
Expected volatility		9.8	%		9.9	%
Stock price	$	10.35		$	10.05
Dividend yield		0.00	%		0.00	%
Exercise price	$	11.50		$	11.50


	March 12, 2021
Inputs
Probability of completing a business combination		85	%
Risk-free interest rate		1.17	%
Expected term remaining (years)		6.43
Expected volatility		24.3	%
Stock price	$	9.92
Dividend yield		0.00	%
Exercise price	$	11.50


	December 31, 2022			December 31, 2021
Inputs
Probability of completing a business combination		50	%		85	%
Risk-free interest rate		4.74	%		1.34	%
Expected term remaining (years)		0.33			5.85
Expected volatility		9.9	%		11.5	%
Stock price	$	10.05		$	9.75
Dividend yield		0.00	%		0.00	%
Exercise price	$	11.50		$	11.50

Schedule of change in the fair value of level 3 the warrant liabilities


Fair Value as of December 31, 2022	$	374,833
Change in valuation		242,757
Fair Value as of March 31, 2023	$	617,590


Fair Value as of December 31, 2021	$	4,053,659
Change in valuation		(1,596,851)
Fair Value as of March 31, 2022	$	2,456,808



Fair Value as of December 31, 2021	$	4,053,659
Change in valuation		(3,678,826)
Fair Value as of December 31, 2022	$	374,833
Fair Value as of January 1, 2021	$	—
Initial measurement on March 12, 2021		20,222,270
Transfer of public warrants to Level 1		(7,770,550)
Change in valuation		(8,398,061)
Fair Value as of December 31, 2021	$	4,053,659

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class 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 upon conversion of the Founder Shares) will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

Underwriting Agreement

The underwriter had a 45 -day option from the date of the Initial Public Offering to purchase up to an aggregate of 4,500,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On March 12, 2021, the underwriter partially exercised the over-allotment option to purchase 3,350,000 Units, and was paid a fixed underwriting discount in aggregate of $6,670,000. On March 15, 2021, the underwriter forfeited the remaining 1,150,000 Units of the over-allotment option. The underwriters are entitled to deferred underwriting fees of 3.5% of the gross proceeds of the Initial Public Offering, or $11,672,500 in the aggregate. The deferred fee will become payable to the underwriters 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.

The AON Business Combination

On October 5, 2022, the Company entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) with American Oncology Network, LLC (“AON”).

Agreement”) to reclassify its existing Class A units, Class A-1 units and Class B units into a single class of AON common units that are later exchangeable on a one-to-one basis for shares of DTOC Class A common stock; (ii) on the Closing and substantially concurrently with the adoption of the AON A&R LLC Agreement, DTOC will amend and restate its charter (the “DTOC A&R Charter”) to provide for the (a) conversion of all shares of DTOC Class B common stock into shares of DTOC Class A common stock on a one-to-one basis, (b) amendment of the terms of DTOC Class B common stock to provide holders voting rights but no economic rights and (c) authorization of new shares of DTOC preferred stock in an amount sufficient to consummate a private placement of up to $100,000,000 in preferred stock to be consummated immediately prior to the consummation of the AON Business Combination (the “PIPE Investment”); (iii) on the Closing, DTOC will consummate the PIPE Investment; and (iv) on the Closing and following the adoption of the DTOC A&R Charter and the consummation of the PIPE Investment, (a) AON will issue common units to DTOC in exchange for a combination of cash and shares of DTOC Class B common stock, (b) DTOC will be admitted as the sole managing member of AON, (c) AON will distribute shares of DTOC Class B common stock to AON equity holders, (d) AON will distribute cash equal to the preferred return set forth in the AON operating agreement to holders of AON Class A units and AON Class A-1 units (or only to holders of AON Class A units if the holder of AON Class A-1 units elects to receive additional shares of AON common units in lieu of cash as provided in the Business Combination Agreement), (e) DTOC will reserve a specified number of additional shares of DTOC Class A common stock for issuance after the Closing to eligible recipients, and (f) from and after the Closing (but subject to lock-up restrictions), the AON equity holders will have the right (but not the obligation) to exchange AON common units for shares of DTOC Class A common stock.

On January 6, 2023, the Company and AON amended and restated the Business Combination Agreement (as amended, the “Amended and Restated Business Combination Agreement”) to provide, among other things, that the board of managers of AON following the Business Combination will consist of (a) two managers designated by holders representing more than 50% of the AON common units and (b) three managers designated by New AON. In addition, the Amended and Restated Business Combination Agreement provides that AON unitholders may elect to receive, in lieu of any number of shares of New AON Class B common stock to which an AON unitholder would otherwise be entitled to receive, warrants to acquire such number of shares of New AON Class B common stock, by submitting an election in accordance with the procedures set forth in Amended and Restated Business Combination Agreement. In connection with entering into the Amended and Restated Business Combination Agreement, the Company and AON also revised the form of Amended and Restated Company LLC Agreement included as an exhibit to the Business Combination Agreement. The revised form of Amended and Restated Company LLC Agreement includes, among other revisions, certain additions and modifications in order to reflect the changes in the AON board of managers following the completion of the Business Combination (as described above).

Sponsor Support Agreement

On October 5, 2022, contemporaneously with the execution and delivery of the Business Combination Agreement, the Company and AON entered into a support agreement (the “Sponsor Support Agreement”) with the Sponsor and certain other DTOC stockholders (each a “Stockholder”) pursuant to which the Stockholders have agreed to (a) vote in favor of, and take all actions necessary to consummate, the AON Business Combination, (b) certain transfer restrictions with respect to their shares of DTOC common stock, (c) subject a portion of their shares of DTOC common stock to vesting requirements and (d) waive and not otherwise perfect any anti-dilution or similar protections with respect to any DTOC common stock held by such Stockholder in connection with the consummation of the AON Business Combination.

Concurrently with the execution of the Amended and Restated Business Combination Agreement, the parties to the Sponsor Support Agreement have amended and restated the Sponsor Support Agreement (the “Amended and Restated Sponsor Support Agreement”) to modify certain vesting conditions on the shares of New AON Class A common stock held by the Stockholders as of the closing of the Business Combination.

Registration Rights Agreement

In connection with the Closing, the Company, the Sponsor and stockholders of DTOC will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, among other things, the Company will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of DTOC Class A common stock and other equity securities of DTOC that are held by the parties thereto from time to time. The stockholders party thereto (or their permitted transferees) may demand underwritten offerings under certain circumstances. The Company also agreed to provide customary

“piggyback” registration rights. The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities.

Note 6 — Commitments and Contingencies

Registration Rights

back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

Underwriting Agreement

The AON Business Combination

On October 5, 2022, the Company entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) with American Oncology Network, LLC (“AON”).

As a result of the transactions contemplated by the Business Combination Agreement (the “AON Business Combination”), the combined company will be organized in an umbrella partnership C corporation structure, in which substantially all of the assets and the business of the combined company will be held by AON. In particular, the Business Combination Agreement provides that, upon the terms and subject to the conditions thereof, the AON Business Combination will be implemented as follows: (i) on the closing of the AON Business Combination (the “Closing”), AON will amend and restate its operating agreement (the “AON A&R LLC Agreement”) to reclassify its existing Class A units, Class A-1 units and Class B units into a single class of AON common units that are later exchangeable on a one-to-one basis for shares of DTOC Class A common stock; (ii) on the Closing and substantially concurrently with the adoption of the AON A&R LLC Agreement, DTOC will amend and restate its charter (the “DTOC A&R Charter”) to provide for the (a) conversion of all shares of DTOC Class B common stock into shares of DTOC Class A common stock on a one-to-one basis, (b) amendment of the terms of DTOC Class B common stock to provide holders voting rights but no economic rights and (c) authorization of new shares of DTOC preferred stock in an amount sufficient to consummate a private placement of up to $100,000,000 in preferred stock to be consummated immediately prior to the consummation of the AON Business Combination (the “PIPE Investment”); (iii) on the Closing, DTOC will consummate the PIPE Investment; and (iv) on the Closing and following the adoption of the DTOC A&R Charter and the consummation of the PIPE Investment, (a) AON will issue common units to DTOC in exchange for a combination of cash and shares of DTOC Class B common stock, (b) DTOC will be admitted as the sole managing member of AON, (c) AON will distribute shares of DTOC Class B common stock to AON equity holders, (d) AON will distribute cash equal to the preferred return set forth in the AON operating agreement to holders of AON Class A units and AON Class A-1 units (or only to holders of AON Class A units if the holder of AON Class A-1 units elects to receive additional shares of AON common units in lieu of cash as provided in the Business Combination Agreement), (e) DTOC will reserve a specified number of additional shares of DTOC Class A common stock for issuance after the Closing to eligible recipients, and (f) from and after the Closing (but subject to lock-up restrictions), the AON equity holders will have the right (but not the obligation) to exchange AON common units for shares of DTOC Class A common stock.

Sponsor Support Agreement

Registration Rights Agreement

Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 audited financial statements and notes thereto included elsewhere in this filing. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $3,975 and $374,304 in cash and cash equivalents as of March 31, 2023 and December 31, 2022, respectively.

Marketable Securities Held in Trust Account

At March 31, 2023, and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets 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 income in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value Measurements

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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 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 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 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of March 31, 2023 and December 31, 2022 due to the short maturities of such instruments.

The fair value of the Private Placement Warrants is based on a Monte Carlo valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 8 for additional information on assets and liabilities measured at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (which are discussed in Note 3, Note 4 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging —- Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of change.

Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

All of the 33,350,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at March 31, 2023 and December 31, 2022, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets, respectively.

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

At March 31, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		33,741,754
Class A common stock subject to possible redemption, December 31, 2022		337,358,456
Less:
Redemptions		(321,160,140)
Plus:
Remeasurement of carrying value to redemption value		2,422,374
Class A common stock subject to possible redemption, March 31, 2023	$	18,620,690

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date were directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company accounted for the 14,450,833 warrants issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB ASC 815-40. Such guidance provides that, because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants is estimated using a Monte Carlo simulation. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year-to-date income in interim periods under ASC 740-270-30-5. The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, 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 carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset for start up organizational expenses had a full valuation allowance recorded against it. Our effective tax rates were 71.61% and 0.00% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs from

the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to changes in fair value of warrant liabilities, M&A expenses and the valuation allowance on the deferred tax assets.

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 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 Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 14,450,833 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants would be anti-dilutive. As a result, diluted net income per common stock is the same as basic net income per common stock for the period presented.

The Company’s statements of operations apply the two-class method in calculating net income per share. Basic and diluted net income per common stock for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock.

Reconciliation of Net Income per Common Share

The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted net income per common stock is calculated as follows:


	For the Three Months
	Ended March 31,
	2023		2022
Class A Common Stock subject to possible redemption
Numerator: Net income allocable to Class A common stock	$	99,111	$	2,817,354
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		10,291,180		33,350,000
Basic and diluted net income per share	$	0.01	$	0.08

Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	26,525	$	—
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		2,754,167		—
Basic and diluted net income per share	$	0.01	$	—

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	53,771	$	704,339
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		5,583,333		8,337,500
Basic and diluted net income per share	$	0.01	$	0.08

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 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. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. For smaller reporting entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. This standard is not expected to have a material impact on the Company’s balance sheet, statement of operations or statement of cash flows.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies the principles of fair value measurement when measuring the fair value of an equity security subject to contractual sale restriction and improves current GAAP by reducing diversity in practice, reducing the cost and complexity in measuring fair value, and increasing comparability of financial information across reporting entities holding those investments. The ASU also introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value under current GAAP. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and should be applied prospectively with any adjustments from adoption being recognized in earnings and disclosed on the date of adoption. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s balance sheet, statement of operations or statement of cash flows.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.

Emerging Growth Company Status

Use of Estimates

The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $374,304 and $803,809 in cash and no cash equivalents as of December 31, 2022 and 2021, respectively.

Marketable Securities Held in Trust Account

At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. All of the Company’s investments held in the Trust Account 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 income in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value Measurements

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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 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 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 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Warrant Liabilities

equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of change.

Common Stock Subject to Possible Redemption

All of the 33,350,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2022 and 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively.

At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		29,883,298
Class A common stock subject to possible redemption, December 31, 2021		333,500,000
Remeasurement of carrying value to redemption value		3,858,456
Class A common stock subject to possible redemption, December 31, 2022	$	337,358,456

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date were directly related to the Initial Public Offering.

Derivative Financial Instruments

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

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 statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by the major taxing authorities since inception.

These potential 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 Per Common Stock

Reconciliation of Net Income per Common Stock


	For the Years Ended December 31,
	2022		2021
Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	8,425,951	$	6,467,292
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		33,350,000		26,954,110
Basic and diluted net income per share	$	0.25	$	0.24

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	2,106,488	$	1,927,427
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		8,337,500		8,033,048
Basic and diluted net income per share	$	0.25	$	0.24

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Organization and Business Operations (Details)				3 Months Ended	12 Months Ended
Organization and Business Operations (Details)	Mar. 06, 2023 USD ($)	Mar. 12, 2021 USD ($) $ / shares shares	Nov. 17, 2020 item	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Mar. 15, 2021 USD ($)
Organization and Business Operations
Condition for future business combination number of businesses minimum \| item			1
Proceeds from issuance of Private Placement Warrants						$ 9,170,000
Deferred underwriting fee				$ 11,672,500	$ 11,672,500	11,672,500
Investment of cash into Trust Account				$ 150,000		333,500,000
Maturity term of U.S. government securities				185 days	185 days
Maximum allowed dissolution expenses				$ 100,000	$ 100,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%	100.00%
Threshold period from closing of public offering entity is obligated to complete Business Combination				24 months	24 months
Threshold business days for redemption of public shares				10 days	10 days
Cash				$ 3,975	$ 374,304	803,309
Working capital (deficit)				6,551,786	1,655,967	443,428
Aggregate purchase price						25,000
Sponsor
Organization and Business Operations
Investment of cash into Trust Account	$ 150,000
Sponsor \| Founder Shares
Organization and Business Operations
Aggregate purchase price		$ 25,000
Proceeds from related party debts		$ 300,000
Working capital loans warrant
Organization and Business Operations
Outstanding balance of related party note				$ 0	$ 0	$ 0
Working capital loans warrant \| Related Party Loans
Organization and Business Operations
Price of warrant \| $ / shares				$ 1.50	$ 1.50
Loan conversion agreement warrant				$ 2,000,000	$ 2,000,000
Initial Public Offering
Organization and Business Operations
Number of units sold \| shares		33,350,000			33,350,000
Purchase price, per unit \| $ / shares		$ 10.00
Proceeds from issuance initial public offering		$ 333,500,000
Transaction cost				18,903,894	$ 18,903,894
Underwriting fees				6,670,000	6,670,000
Deferred underwriting fee				11,672,500	11,672,500		$ 11,672,500
Other offering costs				$ 561,394	$ 561,394
Investment of cash into Trust Account		$ 333,500,000
Share price \| $ / shares				$ 10.00	$ 10.00
Over-allotment option
Organization and Business Operations
Number of units sold \| shares		3,350,000
Maximum number of shares issued to underwriters \| shares		4,500,000
Purchase price, per unit \| $ / shares		$ 10.00
Class A Common Stock
Organization and Business Operations
Offering costs as a reduction of temporary equity					$ 18,244,148
Class A Common Stock \| Initial Public Offering
Organization and Business Operations
Number of shares in a unit \| shares		1
Warrants
Organization and Business Operations
Offering costs as a reduction of temporary equity				$ 659,746	$ 659,746
Public Warrants \| Initial Public Offering
Organization and Business Operations
Number of warrants in a unit \| shares		0.25
Number of shares issuable per warrant \| shares		1
Private Placement Warrants \| Private Placement
Organization and Business Operations
Proceeds from issuance of Private Placement Warrants		$ 9,170,000

Initial Public Offering

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Initial Public Offering.

Initial Public Offering

Note 3 — Initial Public Offering

Public Units

Public Warrants

Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

●

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

Note 3 — Initial Public Offering

Public Units

Public Warrants

Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

●

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

BALANCE SHEETS	Mar. 31, 2023 USD ($)
Asset
Cash	$ 3,975
Prepaid expenses	169,890
Total current assets	173,865
Cash and securities held in Trust Account	19,036,509
Total Assets	19,210,374
Liabilities, Redeemable Common Stock and Stockholders' Deficit
Accounts payable and accrued expenses	3,729,869
Promissory note - related party	150,000
Advances from related party	50,000
Excise tax payable	3,211,601
Total current liabilities	7,141,470
Deferred underwriting fee	11,672,500
Warrant liability	1,433,831
Total Liabilities	20,247,801
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(19,658,951)
Total Stockholders' Deficit	(19,658,117)
Total Liabilities, Redeemable Common Stock and Stockholders' Deficit	19,210,374
Class A Common Stock subject to possible redemption
Liabilities, Redeemable Common Stock and Stockholders' Deficit
Class A Common Stock subject to possible redemption, 1,847,069 and 33,350,000 shares at redemption value of $10.08 and $10.12, at March 31, 2023 and December 31, 2022, respectively	18,620,690
Class A Common Stock not subject to possible redemption
Stockholders' Deficit
Common stock	826
Class B Common Stock
Stockholders' Deficit
Common stock	$ 8

Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Basis of Presentation

Basis of Presentation

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

Fair Value Measurements

Fair Value Measurements

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 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Fair Value Measurements

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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 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 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 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Warrant Liabilities

Warrant Liabilities

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

At March 31, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		33,741,754
Class A common stock subject to possible redemption, December 31, 2022		337,358,456
Less:
Redemptions		(321,160,140)
Plus:
Remeasurement of carrying value to redemption value		2,422,374
Class A common stock subject to possible redemption, March 31, 2023	$	18,620,690

Common Stock Subject to Possible Redemption

All of the 33,350,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2022 and 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively.

At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		29,883,298
Class A common stock subject to possible redemption, December 31, 2021		333,500,000
Remeasurement of carrying value to redemption value		3,858,456
Class A common stock subject to possible redemption, December 31, 2022	$	337,358,456

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Derivative Financial Instruments

Derivative Financial Instruments

Income Taxes

Income Taxes

Income Taxes

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 statements 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.

Net Income Per Common Share

Net Income Per Common Share

Reconciliation of Net Income per Common Share


	For the Three Months
	Ended March 31,
	2023		2022
Class A Common Stock subject to possible redemption
Numerator: Net income allocable to Class A common stock	$	99,111	$	2,817,354
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		10,291,180		33,350,000
Basic and diluted net income per share	$	0.01	$	0.08

Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	26,525	$	—
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		2,754,167		—
Basic and diluted net income per share	$	0.01	$	—

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	53,771	$	704,339
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		5,583,333		8,337,500
Basic and diluted net income per share	$	0.01	$	0.08

Net Income Per Common Stock

Reconciliation of Net Income per Common Stock


	For the Years Ended December 31,
	2022		2021
Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	8,425,951	$	6,467,292
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		33,350,000		26,954,110
Basic and diluted net income per share	$	0.25	$	0.24

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	2,106,488	$	1,927,427
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		8,337,500		8,033,048
Basic and diluted net income per share	$	0.25	$	0.24

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Basis of Presentation

Basis of Presentation

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

Fair Value Measurements

Fair Value Measurements

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 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Fair Value Measurements

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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 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 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 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Warrant Liabilities

Warrant Liabilities

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

At March 31, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		33,741,754
Class A common stock subject to possible redemption, December 31, 2022		337,358,456
Less:
Redemptions		(321,160,140)
Plus:
Remeasurement of carrying value to redemption value		2,422,374
Class A common stock subject to possible redemption, March 31, 2023	$	18,620,690

Common Stock Subject to Possible Redemption

All of the 33,350,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2022 and 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively.

At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		29,883,298
Class A common stock subject to possible redemption, December 31, 2021		333,500,000
Remeasurement of carrying value to redemption value		3,858,456
Class A common stock subject to possible redemption, December 31, 2022	$	337,358,456

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Derivative Financial Instruments

Derivative Financial Instruments

Income Taxes

Income Taxes

Income Taxes

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 statements 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.

Net Income Per Common Stock

Net Income Per Common Share

Reconciliation of Net Income per Common Share


	For the Three Months
	Ended March 31,
	2023		2022
Class A Common Stock subject to possible redemption
Numerator: Net income allocable to Class A common stock	$	99,111	$	2,817,354
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		10,291,180		33,350,000
Basic and diluted net income per share	$	0.01	$	0.08

Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	26,525	$	—
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		2,754,167		—
Basic and diluted net income per share	$	0.01	$	—

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	53,771	$	704,339
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		5,583,333		8,337,500
Basic and diluted net income per share	$	0.01	$	0.08

Net Income Per Common Stock

Reconciliation of Net Income per Common Stock


	For the Years Ended December 31,
	2022		2021
Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	8,425,951	$	6,467,292
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		33,350,000		26,954,110
Basic and diluted net income per share	$	0.25	$	0.24

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	2,106,488	$	1,927,427
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		8,337,500		8,033,048
Basic and diluted net income per share	$	0.25	$	0.24

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities
Net income	$ 179,408	$ 3,521,693	$ 10,532,439	$ 8,394,719
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(2,344,505)	(8,225)	(5,128,585)	(20,259)
Unrealized gain on marketable securities held in Trust Account	139,897		(139,897)
Offering costs allocated to warrants				659,746
Change in fair value of warrant liability	558,748	(3,763,767)	(8,680,492)	(10,666,695)
Changes in operating assets and liabilities:
Prepaid assets	(83,271)	66,651	468,823	(555,442)
Deferred tax liability	(574,998)		574,998
Accounts payable and accrued expenses	1,124,342	(38,594)	1,577,059	957,634
Net cash used in operating activities	(1,000,379)	(222,242)	(795,655)	(1,230,297)
Cash Flows from Investing Activities:
Interest withdrawn from Trust Account to pay for franchise and income taxes	580,050		366,650
Investment of cash into Trust Account	(150,000)			(333,500,000)
Net cash provided by in investing activities	321,590,190		366,650	(333,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Class B common stock to initial stockholders				25,000
Proceeds from sale of Units, net of underwriting discount				326,830,000
Proceeds from issuance of Private Placement Warrants				9,170,000
Proceeds from promissory note - related party	150,000			212,215
Repayment of promissory note - related party				(212,215)
Payment of offering costs				(491,394)
Net cash used in financing activities	(320,960,140)			335,533,606
Net Change in Cash	(370,329)	(222,242)	(429,005)	803,309
Cash, beginning of period	374,304	803,309	803,309
Cash, end of period	$ 3,975	$ 581,067	374,304	803,309
Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriters' discount payable charged to additional paid-in capital				11,672,500
Accretion of common stock subject to possible redemption			$ 3,858,456	$ 29,883,298

Organization and Business Operations (Details)					3 Months Ended	12 Months Ended
Organization and Business Operations (Details)	Mar. 08, 2023 USD ($) shares	Mar. 06, 2023 USD ($) item $ / shares shares	Mar. 12, 2021 USD ($) $ / shares shares	Nov. 17, 2020 item	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Mar. 15, 2021 USD ($)
Organization and Business Operations
Condition for future business combination number of businesses minimum \| item				1
Proceeds from issuance of Private Placement Warrants							$ 9,170,000
Deferred underwriting fee					$ 11,672,500	$ 11,672,500	11,672,500
Investment of cash into Trust Account					$ 150,000		333,500,000
Maturity term of U.S. government securities					185 days	185 days
Maximum allowed dissolution expenses					$ 100,000	$ 100,000
Maximum number of times for extend the date by which the Company has to consummate a business combination \| item		3
Additional extension period each time for the Company to consummate a business combination		1 month
Number of shares exercised \| shares		31,502,931
Cash released from trust account		$ 321,160,140
Price per share of cash released from trust account \| $ / shares		$ 10.19
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%	100.00%
Threshold period from closing of public offering entity is obligated to complete Business Combination					24 months	24 months
Threshold business days for redemption of public shares					10 days	10 days
Cash					$ 3,975	$ 374,304	803,309
Accrued taxes paid from trust account					415,819	1,063,635
Working capital (deficit)					6,551,786	1,655,967	443,428
Working capital, net of taxes						1,655,967
Aggregate purchase price							25,000
Redemption of class A shares \| shares	31,502,931
Total amount of redemption of class A shares	$ 321,160,140				2,422,374		29,883,298
Excise tax payable					3,211,601
Excise tax liability redeemed (in percent)	1.00%
DTOC Class A ordinary shares
Organization and Business Operations
Aggregate shares issued upon conversion \| shares		8,262,500
Promissory Note - Sponsor, One
Organization and Business Operations
Interest rate percentage		0.00%
Promissory Note - Sponsor, Two
Organization and Business Operations
Face amount of debt		$ 150,000
Interest rate percentage		0.00%
Sponsor
Organization and Business Operations
Investment of cash into Trust Account		$ 150,000
Sponsor \| Founder Shares
Organization and Business Operations
Aggregate purchase price			$ 25,000
Proceeds from related party debts			300,000
Sponsor \| Promissory Note - Sponsor, One
Organization and Business Operations
Proceeds from related party debts			$ 300,000
Working capital loans warrant
Organization and Business Operations
Outstanding balance of related party note					$ 0	$ 0	$ 0
Working capital loans warrant \| Related Party Loans
Organization and Business Operations
Price of warrant \| $ / shares					$ 1.50	$ 1.50
Loan conversion agreement warrant					$ 2,000,000	$ 2,000,000
Initial Public Offering
Organization and Business Operations
Number of units sold \| shares			33,350,000			33,350,000
Purchase price, per unit \| $ / shares			$ 10.00
Proceeds from issuance initial public offering			$ 333,500,000
Transaction cost					18,903,894	$ 18,903,894
Underwriting fees					6,670,000	6,670,000
Deferred underwriting fee					11,672,500	11,672,500		$ 11,672,500
Other offering costs					$ 561,394	$ 561,394
Investment of cash into Trust Account			$ 333,500,000
Share price \| $ / shares					$ 10.00	$ 10.00
Over-allotment option
Organization and Business Operations
Number of units sold \| shares			3,350,000
Maximum number of shares issued to underwriters \| shares			4,500,000
Purchase price, per unit \| $ / shares			$ 10.00
Class A Common Stock
Organization and Business Operations
Offering costs as a reduction of temporary equity						$ 18,244,148
Class A Common Stock \| Initial Public Offering
Organization and Business Operations
Number of shares in a unit \| shares			1
Warrants
Organization and Business Operations
Offering costs as a reduction of temporary equity					$ 659,746	$ 659,746
Private Placement Warrants \| Private Placement
Organization and Business Operations
Proceeds from issuance of Private Placement Warrants			$ 9,170,000
Public Warrants \| Initial Public Offering
Organization and Business Operations
Number of warrants in a unit \| shares			0.25
Number of shares issuable per warrant \| shares			1

Organization and Business Operations

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Organization and Business Operations

Organization and Business Operations

DIGITAL TRANSFORMATION OPPORTUNITIES CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Digital Transformation Opportunities Corp. (the “Company” or “DTOC”) is a blank check company incorporated as a Delaware corporation on November 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“business combination”).

As of March 31, 2023, the Company had not commenced any operations. All activity through March 31, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering “), which is described below, and 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 generates 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 by the U.S. Securities and Exchange Commission (the “SEC”) on March 9, 2021. On March 12, 2021, the Company consummated the Initial Public Offering of 33,350,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included 3,350,000 Units as a result of the underwriter’s partial exercise of its option to purchase up to 4,500,000 additional Units, at $10.00 per Unit, generating gross proceeds of $333,500,000, which is discussed in Note 3. Each Unit consists of one share of common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,113,333 Private Placement Warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement to Digital Transformation Sponsor LLC (the “Sponsor”), generating gross proceeds of $9,170,000, which is discussed in Note 4.

The Company incurred transaction costs of the Initial Public Offering amounting to $18,903,894 consisting of $6,670,000 of underwriting fees, $11,672,500 of deferred underwriting fee, and $561,394 of other offering costs. The Company recorded $18,244,148 of offering costs as a reduction of temporary equity in connection with the Class A common stock. The Company immediately expensed $659,746 of offering costs in connection with the Warrants that were classified as liabilities.

Following the closing of the Initial Public Offering on March 12, 2021, $333,500,000 ($10.00 per Unit) from the net offering 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”) and invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations and to pay up to $100,000 in dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial business combination, (b) the redemption of any shares of the Company’s Class A common stock sold in the Initial Public Offering (the “public shares”) properly submitted in connection with a stockholder vote to amend the Company’s 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 initial business combination or to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the Initial Public Offering or during any Extension Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations.

The Company has until June 30, 2023 (or September 30, 2023 if all of the Extension Options are exercised) to complete an initial business combination (the “Combination Period”). However, if the Company is unable to complete its initial business combination within the Combination Period or during any Extension 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 franchise and income taxes (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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On March 6, 2023, following approval by its stockholders at the special meeting of stockholders held on March 2, 2023 (the “Special Meeting”), the Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated March 9, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to allow the extension of the date by which the Company must consummate its initial business combination from March 12, 2023 to June 30, 2023, and the option to further extend the date by which it has to consummate a business combination beyond June 30, 2023 up to three (3) times for an additional (1) month each time to September 30, 2023. In connection with the Extension, the Company’s stockholders holding 31,502,931 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, $321,160,140 (approximately $10.19 per share) was removed from the trust account to pay such holders.

On March 6, 2023, in connection with the Special Meeting held to approve the Extension Proposal, the Sponsor deposited $150,000 into the Trust Account to fund the Extension Proposal. As repayment, the Company issued an unsecured promissory note to the Sponsor for $150,000. The promissory note bears no interest and all unpaid principal under the promissory note will be due and payable in full up upon the consummation of the AON Business Combination.

In connection with the approval of the Extension Amendment Proposal and Trust Agreement Amendment Proposal, the Company’s Chief Financial Officer and Sponsor elected to convert all their respective DTOC Class B shares into an aggregate of 8,262,500 shares of DTOC Class A common stock. Following the conversion, such shares will vote together with the rest of the DTOC Class A common stock on the Business Combination; however, as such shares were not issued as part of DTOC’s initial public offering, such shares are not entitled to any funds held in the Trust Account, including any interest thereon.

The Sponsor and each of the officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 5) and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares 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 allow redemption in connection with an initial business combination or to redeem 100% of the public shares if the Company does not complete the initial business combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other material provisions relating to stockholder’s rights or pre-initial business combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial business combination within 24 months from the closing of the Initial Public Offering or during any extended time that the Company has to consummate a business combination beyond 24 months as a result of a stockholder vote to amend the amended and restated certificate of incorporation (an “Extension Period”), and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the Company’s initial business combination.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Liquidity and Capital Resources

As of March 31, 2023 and December 31, 2022, the Company had cash of $3,975 and $374,304, respectively, and working capital deficit (net of $415,819 and $1,063,635, respectively, of taxes accrued and to be paid from the Trust Account) of $6,551,786 and $1,655,967, respectively.

The Company’s liquidity needs up to March 12, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 which was paid in full on March 12, 2021 from the Initial Public Offering proceeds (see Note 5). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under any working capital loan.

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business and to consummate a business combination. If the Company is unable to complete its business combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. Management has the option to address this uncertainty through working capital loans from the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors who may, but are not obligated to, loan the Company funds as may be required. Up to $2,000,000 of

such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. In addition, following the business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

In addition, the Company has until June 30, 2023 (or September 30, 2023 if all of the Extension Options are exercised) to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022 (the “IR Act”)

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 in the Company’s ability to complete a business combination.

On March 8, 2023, the Company’s stockholders redeemed 31,502,931 (Class A) shares for a total of $321,160,140. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies” to determine whether the Company should currently recognize an excise tax obligation associated therewith. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) 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 whether a United states excise tax obligation should be recognized currently related to the stock redemption and concluded that this obligation should be recognized. As of March 31, 2023, the Company recorded $3,211,601 of excise tax liability calculated as 1% of shares redeemed on March 8, 2023. Any reduction to this liability resulting from either a subsequent stock issuance or an event giving rise to an exception that occurs within this tax year, will be recognized in the period (including an interim period) that such stock issuance or event giving rise to an exception occurs.

Note 1 — Organization and Business Operations

As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering “), which is described below, and 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 generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

Account as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations.

Liquidity and Capital Resources

As of December 31, 2022 and 2021, the Company had cash of $374,304 and $803,309, respectively, and working capital deficit and working capital, net of taxes, of $1,655,967 and $443,428, respectively.

combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of December 31, 2022 and 2021, there were no amounts outstanding under any working capital loan.

Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations 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.

Inflation Reduction Act of 2022 (the “IR Act”)

Organization and Business Operations

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Organization and Business Operations

Organization and Business Operations

DIGITAL TRANSFORMATION OPPORTUNITIES CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Liquidity and Capital Resources

Risks and Uncertainties

Inflation Reduction Act of 2022 (the “IR Act”)

Note 1 — Organization and Business Operations

Liquidity and Capital Resources

As of December 31, 2022 and 2021, the Company had cash of $374,304 and $803,309, respectively, and working capital deficit and working capital, net of taxes, of $1,655,967 and $443,428, respectively.

Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations 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.

Inflation Reduction Act of 2022 (the “IR Act”)

Fair Value Measurements

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Fair Value Measurements

Fair Value Measurements

Note 8 — Fair Value Measurements

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


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	March 31,		Markets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	19,036,509	$	19,036,509	$	—	$	—
Liabilities:
Public Warrants Liability	$	816,241	$	816,241	$	—	$	—
Private Placement Warrants Liability		617,590		—		—		617,590
	$	1,433,831	$	816,241	$	—	$	617,590


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	338,422,091	$	338,422,091	$	—	$	—
Liabilities:
Public Warrants Liability	$	500,250	$	500,250		—	$	—
Private Placement Warrants Liability		374,833		—		—		374,833
	$	875,083	$	500,250	$	—	$	374,833

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statements of Operations.

The Company established the initial fair value of the Public Warrants and Private Warrants on March 12, 2021, the date of the Company’s Initial Public Offering using a Monte Carlo simulation model. The Company established the fair value of the Private Warrants on March 31, 2023 and December 31, 2022 using a Monte Carlo simulation model. The Public and Private Warrants were classified as Level 3 at the initial measurement date and the Private Warrants were classified as Level 3 at March 31, 2023 and December 31, 2022 due to the use of unobservable inputs. As of April 30, 2021, the Public Warrants were trading separately from the Units, and the quoted market price was used to establish fair value, and the Public Warrants transferred to Level 1.

The key inputs into the Monte Carlo simulation model for the Private Warrants as of March 31, 2023 and December 31, 2022 were as follows:


	March 31,			December 31,
	2023			2022
Inputs
Probability of completing a business combination		20	%		50	%
Risk-free interest rate		4.80	%		4.74	%
Expected term remaining (years)		0.23			0.33
Expected volatility		9.8	%		9.9	%
Stock price	$	10.35		$	10.05
Dividend yield		0.00	%		0.00	%
Exercise price	$	11.50		$	11.50

The following table presents the changes in the fair value of Level 3 warrant liabilities as of March 31, 2023 and 2022:


Fair Value as of December 31, 2022	$	374,833
Change in valuation		242,757
Fair Value as of March 31, 2023	$	617,590


Fair Value as of December 31, 2021	$	4,053,659
Change in valuation		(1,596,851)
Fair Value as of March 31, 2022	$	2,456,808

Note 8— Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


					Significant		Significant
			Quoted		Other		Other
			Prices In		Observable		Unobservable
	December 31,		Active		Markets		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	338,422,091	$	338,422,091	$	—	$	—
Liabilities:
Public Warrants Liability	$	500,250		500,250		—	$	—
Private Placement Warrants Liability		374,833		—		—		374,833
	$	875,083	$	500,250	$	—	$	374,833


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	333,520,259	$	333,520,259	$	—	$	—
Liabilities:
Public Warrants Liability	$	5,501,916	$	5,501,916	$	—	$	—
Private Placement Warrants Liability		4,053,659		—		—		4,053,659
	$	9,555,575	$	5,501,916	$	—	$	4,053,659

The Company established the initial fair value of the Public Warrants and Private Warrants on March 12, 2021, the date of the Company’s Initial Public Offering using a Monte Carlo simulation model. The Company established the fair value of the Private Warrants on December 31, 2022 and 2021 using a Monte Carlo simulation model. The Public and Private Warrants were classified as Level 3 at the initial measurement date and the Private Warrants were classified as Level 3 at December 31, 2022 and 2021 due to the use of unobservable inputs. As of April 30, 2021, the Public Warrants were trading separately from the Units, and the quoted market price was used to establish fair value, and the Public Warrants transferred to Level 1.

The key inputs into the Monte Carlo simulation model for the Warrants were as follows at March 12, 2021:


	March 12, 2021
Inputs
Probability of completing a business combination		85	%
Risk-free interest rate		1.17	%
Expected term remaining (years)		6.43
Expected volatility		24.3	%
Stock price	$	9.92
Dividend yield		0.00	%
Exercise price	$	11.50

The key inputs into the Monte Carlo simulation model for the Private Warrants as of December 31, 2022 and 2021 were as follows:


	December 31, 2022			December 31, 2021
Inputs
Probability of completing a business combination		50	%		85	%
Risk-free interest rate		4.74	%		1.34	%
Expected term remaining (years)		0.33			5.85
Expected volatility		9.9	%		11.5	%
Stock price	$	10.05		$	9.75
Dividend yield		0.00	%		0.00	%
Exercise price	$	11.50		$	11.50

The following table presents the changes in the fair value of Level 3 warrant liabilities as of December 31, 2022 and 2021:



Fair Value as of December 31, 2021	$	4,053,659
Change in valuation		(3,678,826)
Fair Value as of December 31, 2022	$	374,833
Fair Value as of January 1, 2021	$	—
Initial measurement on March 12, 2021		20,222,270
Transfer of public warrants to Level 1		(7,770,550)
Change in valuation		(8,398,061)
Fair Value as of December 31, 2021	$	4,053,659

- 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

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Common Stock	Class A Common Stock	Class B Common Stock Common Stock	Additional paid-in capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 0		$ 0	$ 0	$ (834)	$ (834)
Balance at the beginning (in shares) at Dec. 31, 2020	0		0
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Issuance of common stock to Sponsor			$ 863	24,137	0	25,000
Issuance of common stock to Sponsor (in shares)			8,625,000
Excess of cash received over fair value of private placement warrants				586,880	0	586,880
Forfeiture of common stock by Sponsor			$ (29)	29	0
Forfeiture of common stock by Sponsor(In Shares)			(287,500)
Remeasurement of common stock subject to possible redemption				(611,046)	(29,272,252)	(29,883,298)
Net income allocable				0	8,394,719	8,394,719
Balance at the end at Dec. 31, 2021	$ 0		$ 834	0	(20,878,367)	(20,877,533)
Balance at the end (in shares) at Dec. 31, 2021	0		8,337,500
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Net income allocable			$ 704,339		3,521,693	3,521,693
Balance at the end at Mar. 31, 2022			$ 834		(17,356,674)	(17,355,840)
Balance at the end (in shares) at Mar. 31, 2022			8,337,500
Balance at the beginning at Dec. 31, 2021	$ 0		$ 834	0	(20,878,367)	(20,877,533)
Balance at the beginning (in shares) at Dec. 31, 2021	0		8,337,500
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Remeasurement of carrying value to redemption value					(3,858,456)	(3,858,456)
Net income allocable				0	10,532,439	10,532,439
Balance at the end at Dec. 31, 2022	$ 0		$ 834	$ 0	(14,204,384)	(14,203,550)
Balance at the end (in shares) at Dec. 31, 2022	0		8,337,500
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Remeasurement of common stock subject to possible redemption					(2,422,374)	(2,422,374)
Remeasurement of carrying value to redemption value		$ (18,244,148)
Net income allocable	$ 26,525		$ 53,771		179,408	179,408
Balance at the end at Mar. 31, 2023	$ 826		$ 8		$ (19,658,951)	$ (19,658,117)
Balance at the end (in shares) at Mar. 31, 2023	8,262,500		75,000

Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Summary of reconciliation of common stock subject to possible redemption

At March 31, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		33,741,754
Class A common stock subject to possible redemption, December 31, 2022		337,358,456
Less:
Redemptions		(321,160,140)
Plus:
Remeasurement of carrying value to redemption value		2,422,374
Class A common stock subject to possible redemption, March 31, 2023	$	18,620,690

At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		29,883,298
Class A common stock subject to possible redemption, December 31, 2021		333,500,000
Remeasurement of carrying value to redemption value		3,858,456
Class A common stock subject to possible redemption, December 31, 2022	$	337,358,456

Reconciliation of Net Income per Common Share


	For the Three Months
	Ended March 31,
	2023		2022
Class A Common Stock subject to possible redemption
Numerator: Net income allocable to Class A common stock	$	99,111	$	2,817,354
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		10,291,180		33,350,000
Basic and diluted net income per share	$	0.01	$	0.08

Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	26,525	$	—
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		2,754,167		—
Basic and diluted net income per share	$	0.01	$	—

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	53,771	$	704,339
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		5,583,333		8,337,500
Basic and diluted net income per share	$	0.01	$	0.08


	For the Years Ended December 31,
	2022		2021
Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	8,425,951	$	6,467,292
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		33,350,000		26,954,110
Basic and diluted net income per share	$	0.25	$	0.24

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	2,106,488	$	1,927,427
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		8,337,500		8,033,048
Basic and diluted net income per share	$	0.25	$	0.24

Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Significant Accounting Policies

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Fair Value Measurements

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 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Concentration of Credit Risk

Warrant Liabilities

Common Stock Subject to Possible Redemption

At March 31, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		33,741,754
Class A common stock subject to possible redemption, December 31, 2022		337,358,456
Less:
Redemptions		(321,160,140)
Plus:
Remeasurement of carrying value to redemption value		2,422,374
Class A common stock subject to possible redemption, March 31, 2023	$	18,620,690

Offering Costs Associated with the Initial Public Offering

Derivative Financial Instruments

Income Taxes

Net Income Per Common Share

Reconciliation of Net Income per Common Share


	For the Three Months
	Ended March 31,
	2023		2022
Class A Common Stock subject to possible redemption
Numerator: Net income allocable to Class A common stock	$	99,111	$	2,817,354
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		10,291,180		33,350,000
Basic and diluted net income per share	$	0.01	$	0.08

Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	26,525	$	—
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		2,754,167		—
Basic and diluted net income per share	$	0.01	$	—

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	53,771	$	704,339
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		5,583,333		8,337,500
Basic and diluted net income per share	$	0.01	$	0.08

Recent Accounting Pronouncements

Note 2 — Significant Accounting Policies

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Fair Value Measurements

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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 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 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 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Warrant Liabilities

Common Stock Subject to Possible Redemption

All of the 33,350,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the business combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2022 and 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively.

At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table:


Gross proceeds	$	333,500,000
Less:
Proceeds allocated to Public Warrants		(11,639,150)
Class A common stock issuance costs		(18,244,148)
Plus:
Remeasurement of carrying value to redemption value		29,883,298
Class A common stock subject to possible redemption, December 31, 2021		333,500,000
Remeasurement of carrying value to redemption value		3,858,456
Class A common stock subject to possible redemption, December 31, 2022	$	337,358,456

Offering Costs Associated with the Initial Public Offering

Derivative Financial Instruments

Income Taxes

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 statements 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.

Net Income Per Common Stock

Reconciliation of Net Income per Common Stock


	For the Years Ended December 31,
	2022		2021
Class A Common Stock
Numerator: Net income allocable to Class A common stock	$	8,425,951	$	6,467,292
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		33,350,000		26,954,110
Basic and diluted net income per share	$	0.25	$	0.24

Class B Common Stock
Numerator: Net income allocable to Class B common stock	$	2,106,488	$	1,927,427
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		8,337,500		8,033,048
Basic and diluted net income per share	$	0.25	$	0.24

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended			12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Formation and operating costs		$ 1,013,985	$ 250,299	$ 2,389,899	$ 1,632,489
Loss from Operations		(1,013,985)	(250,299)	(2,389,899)	(1,632,489)
Other income (expense):
Interest income		2,344,505	8,225	5,128,585	20,259
Offering costs allocated to warrants					(659,746)
Unrealized gain on marketable securities held in Trust Account		(139,897)		139,897
Change in fair value of warrant liability		(558,748)	3,763,767	8,680,492	10,666,695
Total other income, net		1,645,860	3,771,992	13,948,974	10,027,208
Income before provision for income taxes		631,875	3,521,693	11,559,075	8,394,719
Provision for income taxes		452,467		1,026,636
Net income		$ 179,408	$ 3,521,693	$ 10,532,439	$ 8,394,719
Class A Common Stock
Other income (expense):
Weighted average shares outstanding, Basic		2,754,167		33,350,000	26,954,110
Weighted average shares outstanding, Diluted		2,754,167	0	33,350,000	26,954,110
Basic net income per share		$ 0.01		$ 0.25	$ 0.24
Diluted net income per share	$ 0.01	$ 0.01		$ 0.00	$ 0.24
Class A Common Stock subject to possible redemption
Other income (expense):
Weighted average shares outstanding, Basic		10,291,180	33,350,000	33,350,000	26,954,110
Weighted average shares outstanding, Diluted		10,291,180	33,350,000	33,350,000	26,954,110
Basic net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24
Diluted net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24
Class B Common Stock
Other income (expense):
Weighted average shares outstanding, Basic		5,583,333	8,337,500	8,337,500	8,033,048
Weighted average shares outstanding, Diluted		5,583,333	8,337,500	8,337,500	8,033,048
Basic net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24
Diluted net income per share		$ 0.01	$ 0.08	$ 0.25	$ 0.24

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

The AON Business Combination

On October 5, 2022, the Company entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) with American Oncology Network, LLC (“AON”).

Sponsor Support Agreement

Registration Rights Agreement

Note 6 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

The AON Business Combination

On October 5, 2022, the Company entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) with American Oncology Network, LLC (“AON”).

Sponsor Support Agreement

Registration Rights Agreement

Fair Value Measurements

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Fair Value Measurements

Fair Value Measurements

Note 8 — Fair Value Measurements


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	March 31,		Markets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	19,036,509	$	19,036,509	$	—	$	—
Liabilities:
Public Warrants Liability	$	816,241	$	816,241	$	—	$	—
Private Placement Warrants Liability		617,590		—		—		617,590
	$	1,433,831	$	816,241	$	—	$	617,590


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	338,422,091	$	338,422,091	$	—	$	—
Liabilities:
Public Warrants Liability	$	500,250	$	500,250		—	$	—
Private Placement Warrants Liability		374,833		—		—		374,833
	$	875,083	$	500,250	$	—	$	374,833

The key inputs into the Monte Carlo simulation model for the Private Warrants as of March 31, 2023 and December 31, 2022 were as follows:


	March 31,			December 31,
	2023			2022
Inputs
Probability of completing a business combination		20	%		50	%
Risk-free interest rate		4.80	%		4.74	%
Expected term remaining (years)		0.23			0.33
Expected volatility		9.8	%		9.9	%
Stock price	$	10.35		$	10.05
Dividend yield		0.00	%		0.00	%
Exercise price	$	11.50		$	11.50

The following table presents the changes in the fair value of Level 3 warrant liabilities as of March 31, 2023 and 2022:


Fair Value as of December 31, 2022	$	374,833
Change in valuation		242,757
Fair Value as of March 31, 2023	$	617,590


Fair Value as of December 31, 2021	$	4,053,659
Change in valuation		(1,596,851)
Fair Value as of March 31, 2022	$	2,456,808

Note 8— Fair Value Measurements


					Significant		Significant
			Quoted		Other		Other
			Prices In		Observable		Unobservable
	December 31,		Active		Markets		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	338,422,091	$	338,422,091	$	—	$	—
Liabilities:
Public Warrants Liability	$	500,250		500,250		—	$	—
Private Placement Warrants Liability		374,833		—		—		374,833
	$	875,083	$	500,250	$	—	$	374,833


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	333,520,259	$	333,520,259	$	—	$	—
Liabilities:
Public Warrants Liability	$	5,501,916	$	5,501,916	$	—	$	—
Private Placement Warrants Liability		4,053,659		—		—		4,053,659
	$	9,555,575	$	5,501,916	$	—	$	4,053,659

The Company established the initial fair value of the Public Warrants and Private Warrants on March 12, 2021, the date of the Company’s Initial Public Offering using a Monte Carlo simulation model. The Company established the fair value of the Private Warrants on December 31, 2022 and 2021 using a Monte Carlo simulation model. The Public and Private Warrants were classified as Level 3 at the initial measurement date and the Private Warrants were classified as Level 3 at December 31, 2022 and 2021 due to the use of unobservable inputs. As of April 30, 2021, the Public Warrants were trading separately from the Units, and the quoted market price was used to establish fair value, and the Public Warrants transferred to Level 1.

The key inputs into the Monte Carlo simulation model for the Warrants were as follows at March 12, 2021:


	March 12, 2021
Inputs
Probability of completing a business combination		85	%
Risk-free interest rate		1.17	%
Expected term remaining (years)		6.43
Expected volatility		24.3	%
Stock price	$	9.92
Dividend yield		0.00	%
Exercise price	$	11.50

The key inputs into the Monte Carlo simulation model for the Private Warrants as of December 31, 2022 and 2021 were as follows:


	December 31, 2022			December 31, 2021
Inputs
Probability of completing a business combination		50	%		85	%
Risk-free interest rate		4.74	%		1.34	%
Expected term remaining (years)		0.33			5.85
Expected volatility		9.9	%		11.5	%
Stock price	$	10.05		$	9.75
Dividend yield		0.00	%		0.00	%
Exercise price	$	11.50		$	11.50

The following table presents the changes in the fair value of Level 3 warrant liabilities as of December 31, 2022 and 2021:



Fair Value as of December 31, 2021	$	4,053,659
Change in valuation		(3,678,826)
Fair Value as of December 31, 2022	$	374,833
Fair Value as of January 1, 2021	$	—
Initial measurement on March 12, 2021		20,222,270
Transfer of public warrants to Level 1		(7,770,550)
Change in valuation		(8,398,061)
Fair Value as of December 31, 2021	$	4,053,659

- Definition

+ References + Details

BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000	200,000,000
Common stock, shares issued	10,109,569	33,350,000
Common stock, shares outstanding	10,109,569	33,350,000	33,350,000
Class A Common Stock subject to possible redemption
Class A common stock subject to possible redemption, issued (in shares)		33,350,000	33,350,000
Class A common stock subject to possible redemption, outstanding (in shares)	1,847,069	33,350,000	33,350,000
Temporary equity, redemption value (per Share)	$ 10.08	$ 10.12	$ 10.00
Class A Common Stock not subject to possible redemption
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	8,262,500	0	0
Common stock, shares outstanding	8,262,500	0	0
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000	20,000,000
Common stock, shares issued	75,000	8,337,500	8,337,500
Common stock, shares outstanding	75,000	8,337,500	8,337,500

Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Deficit
Preferred shares, shares authorized (in shares)	1,000,000	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued (in shares)	0	0	0
Preferred shares, shares outstanding (in shares)	0	0	0

Income tax - Federal income tax rate (Details)	3 Months Ended	6 Months Ended	12 Months Ended
Income tax - Federal income tax rate (Details)	Mar. 31, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of the federal income tax rate to the Company's effective tax rate
Statutory federal income tax rate	21.00%		21.00%	21.00%
Change in fair value of warrant liabilities			(15.80%)	(26.68%)
Stock issuance costs				2.25%
Business combination expense			2.50%
Change in valuation allowance			1.20%	3.43%
Income tax provision (in percentage)	71.61%	0.00%	8.90%

Related Party Transactions - Founder Shares (Details)					3 Months Ended	12 Months Ended
Related Party Transactions - Founder Shares (Details)	Mar. 15, 2021 shares	Mar. 12, 2021 USD ($) shares	Mar. 09, 2021 USD ($) $ / shares shares	Jan. 08, 2021 USD ($) shares	Mar. 31, 2023 D $ / shares shares	Dec. 31, 2022 D $ / shares shares	Dec. 31, 2021 USD ($) shares
Related Party Transaction
Aggregate purchase price \| $							$ 25,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%	100.00%
Threshold period from closing of public offering entity is obligated to complete Business Combination					24 months	24 months
Class B Common Stock
Related Party Transaction
Common stock, shares outstanding					75,000	8,337,500	8,337,500
Founder Shares
Related Party Transaction
Shares no longer subject to forfeiture		837,500
Founder Shares \| Kyle Francis
Related Party Transaction
Aggregate purchase price \| $			$ 450
Price per share \| $ / shares			$ 0.003
Stock transferred during period shares			150,000
Founder Shares \| Officer and Director
Related Party Transaction
Aggregate purchase price \| $			$ 1,600,000
Founder Shares \| Class B Common Stock \| Over-allotment option
Related Party Transaction
Underwriter forfeited the remaining over-allotment option	287,500
Founder Shares \| Sponsor
Related Party Transaction
Aggregate purchase price \| $		$ 25,000
Founder Shares \| Sponsor \| Independent Directors
Related Party Transaction
Stock transferred during period shares			25,000
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction
Number of shares issued			8,625,000	7,187,500
Aggregate purchase price \| $				$ 25,000
Share dividend			0.2
Common stock, shares outstanding			8,625,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial Business Combination					1 year	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial Business Combination (in dollars per share) \| $ / shares					$ 12.00	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial Business Combination \| D					20	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D					30	30
Threshold period after the Business Combination in which the 20 trading days within any 30 trading day period commences					150 days	150 days
Founder Shares \| Sponsor \| Class B Common Stock \| Over-allotment option
Related Party Transaction
Shares subject to forfeiture			1,125,000

Subsequent Events (Details) - USD ($)	Jun. 14, 2023	May 01, 2023
Working Capital Facility with Sponsor
Subsequent Events
Maximum borrowing capacity		$ 700,000
Subsequent Events
Subsequent Events
Minimum cash requirement	$ 60,000,000
Subsequent Events \| Working Capital Facility with Sponsor
Subsequent Events
Interest rate percentage		0.00%

INCOME TAXES (Details) - DEFERRED TAX - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax
Operating Loss Carryforwards		$ 0	$ 180,575
Components Of Deferred Tax Assets [Abstract]
Net operating loss carryforward			37,921
Total deferred tax asset		153,475	288,057
Valuation allowance		(421,523)	(288,057)
Deferred tax assets, net of allowance		(574,998)	0
Operating Loss Carryforwards		0	180,575
Unrecognized tax position	$ 0	$ 0	$ 0

Related Party Transactions - Additional Information (Details) - USD ($)			2 Months Ended	3 Months Ended	12 Months Ended
	Mar. 06, 2023	Mar. 12, 2021	Mar. 12, 2021	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 08, 2021
Related Party Transaction
Proceed from promissory note - related party				$ 150,000		$ 212,215
Repayment of promissory note - related party						212,215
Investment of cash into Trust Account				150,000		333,500,000
Outstanding balance				150,000
Advances from related party				50,000
Advance amount of outstanding balance				50,000
Working capital loans warrant
Related Party Transaction
Outstanding balance of related party note				0	$ 0	$ 0
Sponsor
Related Party Transaction
Investment of cash into Trust Account	$ 150,000
Promissory Note - Sponsor, One
Related Party Transaction
Maximum borrowing capacity of related party promissory note							$ 300,000
Proceed from promissory note - related party			$ 212,215
Repayment of promissory note - related party		$ 212,215
Interest rate percentage	0.00%
Related Party Loans \| Working capital loans warrant
Related Party Transaction
Loan conversion agreement warrant				$ 2,000,000	$ 2,000,000
Price of warrant				$ 1.50	$ 1.50
Proceeds held in trust account used to repay working capital loans					$ 0
Advances from Related Party \| Sponsor
Related Party Transaction
Advance amount of outstanding balance				$ 50,000
Advances from Related Party \| Sponsor \| Working capital loans warrant
Related Party Transaction
Advances from related party				50,000
Repayment of related parties				$ 0
Advance amount of outstanding balance					$ 0
Promissory Note - Sponsor, Two
Related Party Transaction
Face amount of debt	$ 150,000
Interest rate percentage	0.00%
Outstanding balance	$ 150,000

Income Tax - Income tax provision (Details) - USD ($)	3 Months Ended	12 Months Ended
Income Tax - Income tax provision (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Federal
Current		$ 451,637
Deferred		441,357	$ (287,882)
State
Current		0	0
Deferred		0	0
Change in the valuation allowance		133,642	287,882
Income tax provision	$ 452,467	1,026,636
Operating loss carryforward		0	180,575
Change in valuation allowance		$ 422,133	$ 287,882
Statutory tax rate	21.00%	21.00%	21.00%

Significant Accounting Policies (Details) - USD ($)		3 Months Ended	6 Months Ended	12 Months Ended
Significant Accounting Policies (Details) - USD ($)	Mar. 12, 2021	Mar. 31, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies
Cash		$ 3,975		$ 374,304	$ 803,809
Cash equivalents				374,304	0
Federal depository insurance coverage		$ 250,000		$ 250,000
Number of warrants issued		14,450,833		14,450,833
Unrecognized tax benefits		$ 0		$ 0	0
Unrecognized tax benefits accrued for interest and penalties		$ 0		$ 0	$ 0
Income tax provision (in percentage)		71.61%	0.00%	8.90%
Statutory tax rate		21.00%		21.00%	21.00%
Anti-dilutive securities attributable to warrants (in shares)		14,450,833		14,450,833
Initial Public Offering
Significant Accounting Policies
Number of units sold	33,350,000			33,350,000

Income Tax - Deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax asset
Organizational costs/Start-up costs	$ 421,523	$ 250,136
Unrealized gain - Trust	(574,998)	0
Federal net operating loss		37,921
Total deferred tax asset	(153,475)	(288,057)
Valuation allowance	(421,523)	(288,057)
Deferred tax assets, net of allowance	$ (574,998)	$ 0

Significant Accounting Policies - Class A common stock (Details) - USD ($)		3 Months Ended	12 Months Ended
	Mar. 08, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies
Remeasurement of carrying value to redemption value			$ 3,858,456
Total amount of redemption of class A shares	$ 321,160,140	$ 2,422,374		$ 29,883,298
Class A Common Stock
Significant Accounting Policies
Remeasurement of carrying value to redemption value		18,244,148
Class A Common Stock subject to possible redemption
Significant Accounting Policies
Gross proceeds			333,500,000	333,500,000
Proceeds allocated to Public Warrants			(11,639,150)	(11,639,150)
Class A common stock issuance costs			(18,244,148)	(18,244,148)
Redemptions		(321,160,140)
Remeasurement of carrying value to redemption value		2,422,374
Total amount of redemption of class A shares			33,741,754	29,883,298
Class A common stock subject to possible redemption		$ 18,620,690	$ 337,358,456	$ 333,500,000

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details)	Mar. 31, 2023 $ / shares Y	Dec. 31, 2022 USD ($)	Dec. 31, 2022	Dec. 31, 2022 $ / shares	Dec. 31, 2022 Y	Dec. 31, 2021 USD ($) $ / shares	Mar. 12, 2021 $ / shares Y
Probability of completing a business combination \| Level 3
Fair Value Measurement
Warrants Initial Measurement							0.85
Probability of completing a business combination \| Level 3 \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement	20		0.50			0.85
Risk-free interest rate \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement	4.80		0.0474
Risk-free interest rate \| Level 3
Fair Value Measurement
Warrants Initial Measurement							0.0117
Risk-free interest rate \| Level 3 \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement			0.0474			0.0134
Expected term remaining (years) \| Level 3
Fair Value Measurement
Warrants Initial Measurement \| Y							6.43
Expected term remaining (years) \| Level 3 \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement	0.23	0.33			0.33	5.85
Expected volatility \| Level 3
Fair Value Measurement
Warrants Initial Measurement							0.243
Expected volatility \| Level 3 \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement	9.8		0.099			0.115
Stock price \| Level 3
Fair Value Measurement
Warrants Initial Measurement							9.92
Stock price \| Level 3 \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement	10.35			10.05		9.75
Dividend yield \| Level 3
Fair Value Measurement
Warrants Initial Measurement							0.0000
Dividend yield \| Level 3 \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement	0.00		0.0000			0.0000
Exercise price \| Level 3
Fair Value Measurement
Warrants Initial Measurement							11.50
Exercise price \| Level 3 \| Private Placement Warrants
Fair Value Measurement
Warrants Initial Measurement	11.50			11.50		11.50

Stockholders' Deficit - Common Stock Shares (Details)	3 Months Ended	12 Months Ended
Stockholders' Deficit - Common Stock Shares (Details)	Mar. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class A Common Stock
Stockholders' Deficit
Common shares, shares authorized (in shares)	200,000,000	200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	10,109,569	33,350,000
Common shares, shares outstanding (in shares)	10,109,569	33,350,000	33,350,000
Class A Common Stock subject to possible redemption
Stockholders' Deficit
Class A common stock subject to possible redemption, outstanding (in shares)	1,847,069	33,350,000	33,350,000
Class A Common Stock not subject to possible redemption
Stockholders' Deficit
Common shares, shares authorized (in shares)	200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	8,262,500	0	0
Common shares, shares outstanding (in shares)	8,262,500	0	0
Class B Common Stock
Stockholders' Deficit
Common shares, shares authorized (in shares)	20,000,000	20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	75,000	8,337,500	8,337,500
Common shares, shares outstanding (in shares)	75,000	8,337,500	8,337,500
Common stock conversion basis	one-for-one	one-for-one
Ratio to be applied to the stock in the conversion	20	20
Common shares, votes per share \| Vote	1	1

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Assets:
U.S. Money Market held in Trust Account	$ 19,036,509	$ 338,422,091	$ 333,520,259
Liabilities:
Warrant liability	1,433,831	875,083	9,555,575
Public Warrants
Liabilities:
Warrant liability		500,250	5,501,916
Private Placement Warrants
Liabilities:
Warrant liability		374,833	4,053,659
Recurring
Liabilities:
Warrant liability	1,433,831	875,083
Recurring \| Public Warrants
Liabilities:
Warrant liability	816,241	500,250
Recurring \| Private Placement Warrants
Liabilities:
Warrant liability	617,590	374,833
U.S. Treasury Securities
Assets:
U.S. Money Market held in Trust Account		338,422,091	333,520,259
U.S. Treasury Securities \| Recurring
Assets:
U.S. Money Market held in Trust Account	19,036,509	338,422,091
Level 1
Liabilities:
Warrant liability		500,250	5,501,916
Level 1 \| Public Warrants
Liabilities:
Warrant liability		500,250	5,501,916
Level 1 \| Recurring
Liabilities:
Warrant liability	816,241	500,250
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant liability	816,241	500,250
Level 1 \| U.S. Treasury Securities
Assets:
U.S. Money Market held in Trust Account		338,422,091	333,520,259
Level 1 \| U.S. Treasury Securities \| Recurring
Assets:
U.S. Money Market held in Trust Account	19,036,509	338,422,091
Level 3 \| Recurring
Liabilities:
Warrant liability	617,590	374,833	4,053,659
Level 3 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant liability	$ 617,590	$ 374,833	$ 4,053,659

Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2023
Document and Entity Information
Document Type	S-4/A
Entity Registrant Name	Digital Transformation Opportunities Corp.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001839998
Amendment Flag	true
Amendment Description	Amendment No. 1