Americas Technology Acquisition (ATA) 10-Q14 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 14, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-39807
Entity Registrant Name	AMERICAS TECHNOLOGY ACQUISITION CORP.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	16500 Dallas Pkwy # 305
Entity Address, City or Town	Dallas
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	75248
City Area Code	303
Local Phone Number	885-8688
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		7,137,658
Entity Central Index Key	0001825254
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one Ordinary Share and one-half of one Redeemable Warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one Ordinary Share and one-half of one Redeemable Warrant
Trading Symbol	ATA.U
Security Exchange Name	NYSE
Ordinary Shares
Document and Entity Information
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share
Trading Symbol	ATA
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one Ordinary Share for $11.50 per share
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Ordinary Share for $11.50 per share
Trading Symbol	ATA WS
Security Exchange Name	NYSE

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets
Cash	$ 4,126	$ 635,169
Prepaid expenses	61,250	170,000
Due from Sponsor - reimbursable expenses	15,525	4,175
Total Current Assets	80,901	809,344
Cash and marketable securities held in Trust Account	43,261,353	116,173,808
TOTAL ASSETS	43,342,254	116,983,152
Current Liabilities
Accrued expenses	948,521	349,240
Promissory note - related party	2,983,766
Total Current Liabilities	3,932,287	349,240
Warrant liabilities	163,500	2,392,550
TOTAL LIABILITIES	4,095,787	2,741,790
Commitments and Contingencies
Ordinary shares subject to possible redemption, $0.0001 par value; 4,137,658 and 11,500,000 shares at a redemption value of $10.46 and $10.10 per share as of September30, 2022 and December 31, 2021, respectively.	43,261,353	116,150,000
SHAREHOLDERS' DEFICIT
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital	0	0
Accumulated deficit	(4,015,186)	(1,908,938)
TOTAL SHAREHOLDERS' DEFICIT	(4,014,886)	(1,908,638)
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT	43,342,254	116,983,152
Ordinary shares subject to possible redemption
Current Liabilities
Ordinary shares subject to possible redemption, $0.0001 par value; 4,137,658 and 11,500,000 shares at a redemption value of $10.46 and $10.10 per share as of September30, 2022 and December 31, 2021, respectively.	43,261,353	116,150,000
Ordinary shares not subject to possible redemption
SHAREHOLDERS' DEFICIT
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,000,000 shares issued and outstanding (excluding 4,137,658 and 11,500,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021, respectively.	$ 300	$ 300

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Temporary equity, shares outstanding	4,137,658	11,500,000
Purchase price, per unit	$ 10.46	$ 10.10
Ordinary shares subject to possible redemption
Temporary equity, shares outstanding	4,137,658	11,500,000
Ordinary shares not subject to possible redemption
Ordinary shares, shares issued	3,000,000	3,000,000
Ordinary shares, shares outstanding	3,000,000	3,000,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
General and administrative expenses	$ 527,172	$ 259,218	$ 1,597,724	$ 655,717
Loss from operations	(527,172)	(259,218)	(1,597,724)	(655,717)
Other income:
Change in fair value of derivative warrant liabilities	163,500	872,000	2,229,050	2,779,500
Interest earned on investments held in Trust Account	168,710	2,419	271,551	17,841
Unrealized gain on investments	11,792
Total other income	344,002	874,419	2,500,601	2,797,341
Net income (loss)	$ (183,170)	$ 615,201	$ 902,877	$ 2,141,624
Weighted average shares outstanding, ordinary shares, Basic (in shares)	7,137,658	14,500,000	11,587,425	14,500,000
Weighted average shares outstanding, ordinary shares, Diluted (in shares)	7,137,658	14,500,000	11,587,425	14,500,000
Basic net (loss) income per ordinary share (in dollars per share)	$ (0.03)	$ 0.04	$ 0.08	$ 0.15
Diluted net (loss) income per ordinary share (in dollars per share)	$ (0.03)	$ 0.04	$ 0.08	$ 0.15

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 300	$ 0	$ (3,871,618)	$ (3,871,318)
Balance at the beginning (in shares) at Dec. 31, 2020	3,000,000
Increase (Decrease) in Shareholders' Deficit
Net income (loss)			2,341,980	2,341,980
Balance at the end at Mar. 31, 2021	$ 300		(1,529,638)	(1,529,338)
Balance at the end (in shares) at Mar. 31, 2021	3,000,000
Balance at the beginning at Dec. 31, 2020	$ 300	0	(3,871,618)	(3,871,318)
Balance at the beginning (in shares) at Dec. 31, 2020	3,000,000
Increase (Decrease) in Shareholders' Deficit
Net income (loss)				2,141,624
Balance at the end at Sep. 30, 2021	$ 300		(1,729,994)	(1,729,694)
Balance at the end (in shares) at Sep. 30, 2021	3,000,000
Balance at the beginning at Dec. 31, 2020	$ 300	0	(3,871,618)	(3,871,318)
Balance at the beginning (in shares) at Dec. 31, 2020	3,000,000
Increase (Decrease) in Shareholders' Deficit
Accretion of Ordinary Shares to redemption value				(8,275,108)
Balance at the end at Dec. 31, 2021	$ 300	0	(1,908,938)	(1,908,638)
Balance at the end (in shares) at Dec. 31, 2021	3,000,000
Balance at the beginning at Mar. 31, 2021	$ 300		(1,529,638)	(1,529,338)
Balance at the beginning (in shares) at Mar. 31, 2021	3,000,000
Increase (Decrease) in Shareholders' Deficit
Net income (loss)			(815,557)	(815,557)
Balance at the end at Jun. 30, 2021	$ 300		(2,345,195)	(2,344,895)
Balance at the end (in shares) at Jun. 30, 2021	3,000,000
Increase (Decrease) in Shareholders' Deficit
Net income (loss)			615,201	615,201
Balance at the end at Sep. 30, 2021	$ 300		(1,729,994)	(1,729,694)
Balance at the end (in shares) at Sep. 30, 2021	3,000,000
Balance at the beginning at Dec. 31, 2021	$ 300	0	(1,908,938)	(1,908,638)
Balance at the beginning (in shares) at Dec. 31, 2021	3,000,000
Increase (Decrease) in Shareholders' Deficit
Accretion of Ordinary Shares to redemption value			(2,300,000)	(2,300,000)
Net income (loss)			1,437,283	1,437,283
Balance at the end at Mar. 31, 2022	$ 300		(2,771,655)	(2,771,355)
Balance at the end (in shares) at Mar. 31, 2022	3,000,000
Balance at the beginning at Dec. 31, 2021	$ 300	$ 0	(1,908,938)	(1,908,638)
Balance at the beginning (in shares) at Dec. 31, 2021	3,000,000
Increase (Decrease) in Shareholders' Deficit
Accretion of Ordinary Shares to redemption value				(3,009,125)
Net income (loss)				902,877
Balance at the end at Sep. 30, 2022	$ 300		(4,015,186)	(4,014,886)
Balance at the end (in shares) at Sep. 30, 2022	3,000,000
Balance at the beginning at Mar. 31, 2022	$ 300		(2,771,655)	(2,771,355)
Balance at the beginning (in shares) at Mar. 31, 2022	3,000,000
Increase (Decrease) in Shareholders' Deficit
Accretion of Ordinary Shares to redemption value			(528,623)	(528,623)
Net income (loss)			(351,236)	(351,236)
Balance at the end at Jun. 30, 2022	$ 300		(3,651,514)	(3,651,214)
Balance at the end (in shares) at Jun. 30, 2022	3,000,000
Increase (Decrease) in Shareholders' Deficit
Accretion of Ordinary Shares to redemption value			(180,502)	(180,502)
Net income (loss)			(183,170)	(183,170)
Balance at the end at Sep. 30, 2022	$ 300		$ (4,015,186)	$ (4,014,886)
Balance at the end (in shares) at Sep. 30, 2022	3,000,000

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income			$ 902,877	$ 2,141,624
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	$ (163,500)	$ (872,000)	(2,229,050)	(2,779,500)
Interest earned on cash and marketable securities held in Trust Account	(168,710)	(2,419)	(271,551)	(17,841)
Changes in operating assets and liabilities:
Prepaid expenses			108,750	88,669
Accounts payable and accrued expenses			599,281	94,003
Due from Sponsor			(11,350)
Net cash used in operating activities			(901,043)	(473,045)
Cash Flows from Investing Activities:
Investment of cash into Trust Account			(2,713,766)
Cash withdrawn from Trust Account in connection with redemption			75,897,772
Net cash provided by investing activities			73,184,006
Cash Flows from Financing Activities:
Proceeds from promissory note - related party			2,983,766
Redemption of ordinary shares			(75,897,772)
Net cash used in financing activities			(72,914,006)
Net Change in Cash			(631,043)	(473,045)
Cash - Beginning of period			635,169	1,253,202
Cash - End of period	$ 4,126	$ 780,157	$ 4,126	$ 780,157

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Sep. 30, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Americas Technology Acquisition Corp. (the “Company” or “ATAC”) is a blank check company incorporated as a Cayman Islands exempted company on September 8, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company has three subsidiaries: Americas Technology Acquisition Holdings Inc, a direct, wholly owned subsidiary of the Company incorporated in Delaware on May 2, 2022 (“Pubco”), Americas Technology Company Merger Sub, Inc., an indirect, wholly owned subsidiary of the Company incorporated in Delaware on May 2, 2022 (“Company Merger Sub”) and Americas Technology Company Purchaser Merger Sub, Inc., an indirect, wholly owned subsidiary of the Company incorporated in Delaware on May 2, 2022 (“Purchaser Merger Sub,” and together with Company Merger Sub, the “Merger Subs”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from September 8, 2020 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the cash and marketable securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2020. On December 17, 2020, the Company consummated the Initial Public Offering of 11,500,000 Units (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,450,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to ATAC Limited Partnership, (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $5,450,000, which is described in Note 4. Transaction costs amounted to $2,712,986, consisting of $2,300,000 in cash underwriting fees, net of reimbursement, and $412,986 of other offering costs, of which $2,697,608 was charged to equity and $15,378 was expensed through the statements of operations. Following the closing of the Initial Public Offering on December 17, 2020, an amount of $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (less any taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.10 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by any cash fees the Company will pay to the underwriters (as discussed in Note 6). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Shareholders”) have agreed to vote its Founder Shares (as defined in Note 5), Representative Shares (as defined in Note 8) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Initial Shareholders have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares. The Company initially had until December 17, 2021 to complete a Business Combination. However, if the Company anticipated that it would not be able to consummate a Business Combination by December 17, 2021, the Company could extend the period of time to consummate a Business Combination up to two times, each by an additional three months (until June 17, 2022, to complete a Business Combination (the “Combination Period”)). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $1,150,000 ($0.10 per Public Share), on or prior to the date of the applicable deadline, for each three-month extension. On December 13, 2021, the Company extended the period of time it had to consummate a Business Combination by three months from December 17, 2021 to March 17, 2022. An additional three-month extension was granted on March 11, 2022, further extending the Combination Period to June 17, 2022. On June 14, 2022, the Company held a shareholder meeting to extend the Combination Period from June 17, 2022 to December 17, 2022. As part of the meeting, shareholders exercised their right to redeem 7,362,342 ordinary shares for an aggregate cash balance of $75,897,772 and approved the extension amendment extending the date by which the Company must consummate its initial Business Combination from June 17, 2022 to December 17, 2022. Pursuant to the extension amendment and the Third Note (as defined below in Note 5), on June 16, 2022, the Sponsor deposited $413,766 (or $0.10 per Public Share that was not redeemed) into the Company’s Trust Account and thereby extended the Combination Period from June 17, 2022 to September 17, 2022. In order to further extend the Combination Period from September 17, 2022, an additional $137,922 (or $0.033 per Public Share that was not redeemed) will be deposited into the Company’s Trust account for each month. The Sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until December 17, 2022 and if the Sponsor determines not to continue extending for additional calendar months, no additional funds will be deposited into the Trust Account. On June 1, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) which was further amended on July 26, 2022 (see Note 6). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of their respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than amount of funds deposited into the Trust Account ($10.10 per share). 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 (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern As of September 30, 2022, the Company had $4,126 in operating cash, $43,261,353 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $597,494. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor or third parties as discussed in Note 5. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 17, 2022 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 17, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by December 17, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 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 consolidated 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $4,126 and $635,169 of cash as of September 30, 2022 and December 31, 2021, respectively, and no cash equivalents. Cash and Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Accounting Standards Codification (“ASC”) Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earn on investments held in the Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. In connection with the approval of an extension of the Combination Period at a meeting of Company shareholders on June 14, 2021, certain shareholders exercised their right to redeem 7,362,342 ordinary shares for an aggregate cash balance of $75,897,772. As a result, $75,897,772 was paid out of the Trust in connection with the redemptions. On June 16, 2022, the Company’s Sponsor deposited $413,766 into the Trust Account to extend the Combination Period from June 17, 2022 to September 17, 2022. On August 30, 2022, the Company entered into an agreement to extend the Combination Period from September 17, 2022 to December 17, 2022. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At September 30, 2022 and December 31, 2021, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Fair Value of Public Warrants at issuance (4,427,500) Ordinary shares issuance costs (2,697,608) Plus: Accretion of carrying value to redemption value 8,275,108 Ordinary shares subject to possible redemption, December 31, 2021 116,150,000 Plus: Accretion of carrying value to redemption value 3,009,125 Less: Public shares redeemed (75,897,772) Ordinary shares subject to possible redemption, September 30, 2022 $ 43,261,353 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued ordinary shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Warrants for periods where no observable traded price was available are valued using a binomial lattice model. Offering Costs Offering costs consisted of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the ordinary shares issued were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to $2,712,986 were incurred, of which $2,697,608 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $15,378 of the offering costs were immediately expensed through the Statements of operations in connection with the warrant liability. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that that total amount of unrecognized tax benefits will materially change over the next twelve months. Net income (loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and losses are shared pro rata to the shares. Net income (loss) per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Warrants, since the average share price of the Company’s ordinary shares for the period ended September 30, 2022 was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The warrants are exercisable to purchase 12,350,000 shares of ordinary shares in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Basic and diluted Income (loss) income per ordinary share Numerator: Allocation of Income (loss) income, as adjusted $ (183,170) $ 615,201 $ 902,877 $ 2,141,624 Denominator: Basic and diluted weighted average shares outstanding 7,137,658 14,500,000 11,587,425 14,500,000 Basic and diluted Income (loss) income per ordinary share $ (0.03) $ 0.04 $ 0.08 $ 0.15 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature other than the warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet 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. Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15- 25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, Financial Instruments (“ASC 825”). The Company has made such election for its convertible promissory note. Using the fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the convertible promissory note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the convertible promissory note are recognized as non-cash gains or losses in the condensed statements of operations. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of September 30, 2022. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	9 Months Ended
PUBLIC OFFERING	Sep. 30, 2022
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 3 — PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one-half

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
PRIVATE PLACEMENT	Sep. 30, 2022
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital purchased an aggregate of 5,450,000 Private Warrants, at a price of $1.00 per Private Warrant, for an aggregate purchase price of $5,450,000, in a private placement. Each Private Warrant is exercisable to purchase one ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2022
RELATED PARTY TRANSACTIONS.
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,875,000 ordinary shares of the Company (the “Founder Shares”). The Founder Shares included an aggregate of up to 375,000 shares that were subject to forfeiture. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. 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”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Related Party Extension Loans –Promissory Notes As discussed in Note 1, the Company may extend the Combination Period up to two times, each by an additional three months (until December 17, 2022 to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,150,000 ($0.10 per Public Share), on or prior to the date of the applicable deadline, for each three-month extension. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Warrants at a price of $1.00 per Private Warrant. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. On December 13, 2021, convertible promissory note (the “New Note”) related to the deposit in Trust of $1,150,000 required to satisfy the extension to March 17, 2022 was issued and an aggregate of $1,150,000 was deposited into the Trust Account on January 10, 2022. The New Note is non-interest bearing and payable upon consummation of the Company’s initial Business Combination. At the lender’s discretion, the New Note may be repayable in warrants upon closing of the Business Combination at a price of $1.00 per warrant. At September 30, 2022 and December 31, 2021, there were $1,150,000 and $0 outstanding under the New Note, respectively. Management has determined the par value of the New Note approximates fair value since the conversion price is significantly higher than the value of the warrants into which the balance may be converted. No arms-length transaction by a note holder would result in a conversion with this fact pattern, thus par value is deemed to approximate fair value. As such no fair value change was booked to the statement of operations. On March 14, 2022, an aggregate of $1,150,000 was deposited by the Sponsor into the Trust Account, representing $0.10 per Public Share, which enabled the Company to extend the period of time it has to consummate a Business Combination by three months from March 17, 2022 to June 17, 2022. In connection with this payment, the Company issued an unsecured promissory note (the “Second Note”) to the Sponsor having a principal amount equal to the amount the Sponsor deposited into the Trust Account of $1,150,000. The Second Note is not convertible. At September 30, 2022, there were $1,150,000 outstanding under the Second Note. On June 14, 2022, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of up to $830,000 (the “Third Note”) in connection with the extension of the Company’s Combination Period from June 17, 2022 to December 17, 2022. The Third Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. The Third Note is not convertible. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Third Note; however, no proceeds from the Trust Account may be used for such repayment. On June 17, 2022, the Sponsor deposited $413,766 of such funds in the Trust Account, therefore extending the Company’s Combination Period from June 17, 2022 to September 17, 2022. As of September 30, 2022, the outstanding principal balance under the Third Note amounted to an aggregate of $413,766. On August 25, 2022, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of up to $500,000 (the “Fourth Note”) in connection with the extension of the Company’s Combination Period from June 17, 2022, to December 17, 2022 for working capital purposes. The Third Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. The Fourth Note is not convertible. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Fourth Note; however, no proceeds from the Trust Account may be used for such repayment. On August 25, 2022, the Sponsor deposited $270,000 of such funds in the Company’s operating account. As of September 30, 2022, the outstanding principal balance under the Fourth Noted amounted to an aggregate of $270,000. Administrative Fees The Company pays an affiliate of its Sponsor and its Chief Executive Officer approximately $7,000 per month for office space and advisory services relating to our search for, and consummation of, an initial Business Combination. Until January 31, 2022, the Company also paid Alberto Pontonio, one of its directors, a fee of approximately $3,000 per month for certain general and administrative services, including office space, utilities and secretarial support, as may be required from time to time. This payment was subsequently made to the affiliate of its Sponsor. For the three and nine months ended September 30, 2022, management fees incurred and paid to an affiliate of our Sponsor were $21,000 and $63,000, respectively, and administrative fees incurred were $9,000 and $27,000, respectively. For the three and nine months ended September 30, 2021, management fees incurred and paid to an affiliate of our Sponsor were $21,000 and $63,000, respectively, and administrative fees paid to Alberto Pontonio were $9,000 and $24,000, respectively. At September 30, 2022 and December 31, 2021, there were no management fees and administrative fees included in accrued expenses in the accompanying balance sheet.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States of America, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration Rights Pursuant to a registration rights agreement entered into on December 17, 2020, the holders of the Founder Shares (as defined in Note 8), Representative Shares, Private Warrants and underlying ordinary shares and any securities issued upon conversion of Working Capital Loans or extension loans will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Representative Shares, the Private Warrants (and underlying securities) and securities issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything herein to the contrary, EarlyBirdCapital and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the registration statement for our Initial Public Offering. The holders of the majority of the Founders’ Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares are to be released from escrow. The holders of a majority of the Private Warrants or warrants issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans or extension loans made to the Company (in each case, including the underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything herein to the contrary, EarlyBirdCapital and/or its designees may participate in a “piggy-back” registration only during the seven year period beginning on the effective date of the registration statement, which incorporates the prospectus. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters, and the underwriters exercised the option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. Upon the closing of the Initial Public Offering, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,300,000 in the aggregate. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital, the underwriter in the Initial Public Offering, as an advisor in connection with its Business Combination to assist in holding meetings with the Company shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finder’s fees which might become payable). Legal Fees As of September 30, 2022, the Company incurred legal fees of $1,140,511. These fees will only become due and payable upon the consummation of a Business Combination. These fees are not accrued as of September 30, 2022. Merger Agreement On June 1, 2022, the Company, entered into Merger Agreement with Rally Communitas Corp., a Delaware corporation (“Rally”), Pubco, Purchaser Merger Sub, Company Merger Sub, Jorge E. Marcos, in the capacity as the representative from and after the effective time of the Merger (as defined below) (the “Effective Time”) of the shareholders of Pubco (other than the Rally Security Holders and their successors and assignees) (the “Purchaser Representative”), and Numaan Akram, in the capacity as the representative of the Rally Security Holders from and after the Effective Time (the “Seller Representative”). On July 26, 2022, ATAC, Rally, Pubco, the Seller Representative and the Purchaser Representative entered into an amendment (the “Amendment”) to the Merger Agreement. The Amendment clarifies and revises certain provisions of the Merger Agreement relating to (i) the securities for which the investors (the “Support Investors”) that enter into support subscription agreements to purchase securities of Pubco immediately prior to the Closing as a condition to the consummation of ATAC’s initial Business Combination under the Merger Agreement will subscribe pursuant to such agreements, (ii) the contingent value rights to be issued by Pubco at the Closing to non-redeeming ATAC shareholders and the Support Investors and (iii) the expected composition of the board of directors of Pubco (the “Pubco Board”) immediately following consummation of the Business Combination, subject to approval of the proposal related to the election of directors to the Pubco Board that is contained in a registration statement on Form S-4 (as amended, the “Merger Registration Statement”) that Pubco initially filed with the SEC in connection with the Business Combination on July 29, 2022, as amended. For further information and discussion regarding the proposed Business Combination, please see the Merger Registration Statement and the Current Reports on Form 8-K filed by the Company on June 7, 2022, July 26, 2022 and November 8, 2022. Voting Agreements Simultaneously with the execution and delivery of the Merger Agreement, ATAC and Rally have entered into voting agreements (collectively, the “Voting Agreements”) with certain Rally Security Holders required to approve the Transaction. Under the Voting Agreements, each Rally Security Holder party thereto agreed to vote all of such Rally Security Holder’s shares of Rally in favor of the Merger Agreement and the Transaction, terminate certain shareholder agreements and Rally Convertible Instruments that such Rally Security Holder is party thereto, as applicable, and to otherwise take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Transaction and the other matters to be submitted to the Rally Security Holders for approval in connection with the Transaction, in the manner and subject to the conditions set forth in the Voting Agreements, and provide a proxy to Rally to vote such shares accordingly. The Voting Agreements prevent transfers of the Rally shares held by such Rally Security Holder party thereto between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement. Lock-Up Agreements Simultaneously with the execution and delivery of the Merger Agreement, certain shareholders of Rally each entered into a Lock-Up Agreement with Pubco and the Purchaser Representative (collectively, the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, each Rally shareholder party thereto agreed not to, during the period commencing from the Closing and ending 365 days after the Closing (subject to early release if Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of the restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement). CVRs At the Closing, each Public Shareholder that did not redeem their Ordinary Shares in connection with the consummation of the business combination (the “Initial CVR Holders” and, together with any other holders of Contingent Value Rights (“CVRs”) upon the occurrence of certain events on or about the eighteen (18)- month anniversary of the Closing (the “CVR Settlement Date”), the “CVR Holders”) will receive CVRs with the rights and terms set forth in the CVR Agreement. Pursuant to the CVR Agreement, at the Closing, Pubco will issue CVRs, each representing the contingent right to receive a pro rata portion of the CVR Escrow Shares if certain events set forth in the CVR Agreements occur, to be determined as of the CVR Settlement Date (or earlier, if a qualifying Change of Control (as that term is defined in the CVR Agreements) should occur), with each CVR Holder as of such CVR Settlement Date to receive a number of CVR Escrow Shares determined as a function of the dollar volume-weighted average price for the Pubco Ordinary Shares during the thirty (30) trading days immediately preceding such date, the amount of the preferred return and the number of shares of held by ATAC shareholders that elect not to redeem their ordinary shares in connection with the Redemption. The parties intend for the CVRs to be registered securities listed for trading on a national exchange, subject to applicable listing requirements, such that such CVRs may be traded and exchanged prior to the CVR Settlement Date. Filing of Merger Registration Statement/Prospectus On August 1, 2022, ATAC and Rally issued a joint press release announcing the filing by Pubco of the Merger Registration Statement on Form S-4 in connection with the previously disclosed proposed Merger between ATAC and Rally.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	9 Months Ended
SHAREHOLDERS' DEFICIT	Sep. 30, 2022
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 7 — SHAREHOLDERS’ DEFICIT Preference shares Ordinary shares

WARRANTS

WARRANTS	9 Months Ended
WARRANTS	Sep. 30, 2022
WARRANTS
WARRANTS	NOTE 8 — WARRANTS As of September 30, 2022 and December 31, 2021, the Company has 5,750,000 and 5,450,000 Public Warrants and Private Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the issuance of the ordinary shares issuable upon exercise of the Public Warrants is not effective within 90 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time while the warrants become exercisable; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $18.00 per share (subject to adjustment) for any 20 trading days within a 30 - trading day period commencing after the warrants become exercisable and ending on the third trading business day prior to the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. The Company has agreed to use its best efforts to have declared effective a prospectus relating to the ordinary shares issuable upon exercise of the warrants and keep such prospectus current until the expiration of the warrants. However, if the Company does not maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants, holders will be unable to exercise their warrants for cash and the Company will not be required to net cash settle or cash settle the warrant exercise. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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) such that the effective exercise price per full share will be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issue additional ordinary shares or equity-linked securities. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants will be exercisable for cash (even if a registration statement covering the issuance of the ordinary shares issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option and will not be redeemable by the Company, in each case so long as they are held by the initial purchasers or their affiliates. Representative Shares In October 2020, the Company issued to the designees of EarlyBirdCapital 125,000 ordinary shares (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of Representative Shares to be $1,137 based upon the price of the Founder Shares issued to the Initial Shareholders. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
FAIR VALUE MEASUREMENTS	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: At September 30, 2022, assets held in the Trust Account were comprised of $43,261,353 in money market securities. At December 31, 2021, assets held in the Trust Account were comprised of $116,173,808 in money market securities. From September 8, 2020 (inception) through September 30, 2022, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2022 December 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 43,261,353 $ 116,173,808 Liabilities: Warrant Liabilities – Private Placement Warrants 3 $ 163,500 $ 2,392,550 The Private Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative warrant liabilities on the balance sheets. The derivative 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 consolidated statements of operations. Level 3 financial liabilities consist of the Private Warrant liability and convertible promissory note for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The fair value of the Private Warrants was estimated at September 30, 2022 and December 31, 2021 to be $0.03 and $0.44, respectively, using the Binomial Lattice Model option pricing model and the following assumptions: September 30, December 31, Input 2022 2021 Risk-free interest rate 4.15 % 1.14 % Dividend yield 0.00 % 0.00 % Implied volatility 0.00 % 9.10 % Exercise price $ 11.50 $ 11.50 Market share Price $ 10.40 $ 10.13 The Warrants are measured at fair value on a recurring basis using the Binomial Lattice Model. As of September 30, 2022, the aggregate value of the Private Warrants was approximately $0.2 million. The following table presents the change in the fair value of warrant liabilities for the three and nine months ended September 30, 2022: Private Placement Warrants Fair value as of January 1, 2022 $ 2,392,550 Change in valuation inputs or other assumptions (1,795,775) Fair Value as at March 31, 2022 596,775 Change in valuation inputs or other assumptions (269,775) Fair value as of June 30, 2022 327,000 Change in valuation inputs or other assumptions (163,500) Fair value as of September 30, 2022 $ 163,500 The following table presents the change in the fair value of warrant liabilities for the three and nine months ended September 30, 2021: Private Placement Warrants Fair value as of January 1, 2021 $ 5,450,000 Change in valuation inputs or other assumptions (2,452,500) Fair Value as at March 31, 2021 2,997,500 Change in valuation inputs or other assumptions 545,000 Fair value as of June 30, 2021 3,542,500 Change in valuation inputs or other assumptions (872,000) Fair value as of September 30, 2021 $ 2,670,500 Transfers to or from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended September 30, 2022 and 2021.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 — SUBSEQUENT EVENTS On November 8, 2022, ATAC, Rally, Pubco, the Seller Representative and the Purchaser Representative entered into an amendment (the “Second Amendment”) to the Merger Agreement. The Second Amendment clarifies and revises certain provisions of the Merger Agreement relating to the fact that the parties to the Merger Agreement have mutually agreed that: (i) at the Closing of the transactions contemplated by the Merger Agreement, Pubco will not issue securities previously referred to in the transaction documents as “Private CVRs” (including “Support CVRs”) and provide for various related adjustments to the terms and conditions of the Merger Agreement and other transaction documents referred to therein (including the Pubco securities for which investors, once identified, will subscribe pursuant to the agreements referred to in the Merger Agreement as Support Subscription Agreements), (ii) the condition to the Closing set forth in Section 7.1(h) of the Merger Agreement, waivable by ATAC and Rally that, at the Closing, ATAC and Pubco have cash and cash equivalents, including funds remaining in ATAC’s Trust Account established at the time of its initial public offering (after giving effect to the completion and payment of redemptions by ATAC shareholders and payment of each party’s transaction expenses (to the extent due and unpaid at Closing)) and the aggregate amount of any Purchaser Transaction Financing (including the Support Subscription Agreements) at least equal to $20 million and (iii) to remove from the Merger Agreement the condition to the Closing relating to net tangible assets at Closing set forth in Section 7.1(g) of the Merger Agreement. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 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 consolidated 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	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 $4,126 and $635,169 of cash as of September 30, 2022 and December 31, 2021, respectively, and no cash equivalents.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Accounting Standards Codification (“ASC”) Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earn on investments held in the Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. In connection with the approval of an extension of the Combination Period at a meeting of Company shareholders on June 14, 2021, certain shareholders exercised their right to redeem 7,362,342 ordinary shares for an aggregate cash balance of $75,897,772. As a result, $75,897,772 was paid out of the Trust in connection with the redemptions. On June 16, 2022, the Company’s Sponsor deposited $413,766 into the Trust Account to extend the Combination Period from June 17, 2022 to September 17, 2022. On August 30, 2022, the Company entered into an agreement to extend the Combination Period from September 17, 2022 to December 17, 2022. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. At September 30, 2022 and December 31, 2021, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Fair Value of Public Warrants at issuance (4,427,500) Ordinary shares issuance costs (2,697,608) Plus: Accretion of carrying value to redemption value 8,275,108 Ordinary shares subject to possible redemption, December 31, 2021 116,150,000 Plus: Accretion of carrying value to redemption value 3,009,125 Less: Public shares redeemed (75,897,772) Ordinary shares subject to possible redemption, September 30, 2022 $ 43,261,353
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued ordinary shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Warrants for periods where no observable traded price was available are valued using a binomial lattice model.
Offering Costs	Offering Costs Offering costs consisted of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the ordinary shares issued were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs amounting to $2,712,986 were incurred, of which $2,697,608 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $15,378 of the offering costs were immediately expensed through the Statements of operations in connection with the warrant liability.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that that total amount of unrecognized tax benefits will materially change over the next twelve months.
Net income (loss) Per Ordinary Share	Net income (loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and losses are shared pro rata to the shares. Net income (loss) per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Warrants, since the average share price of the Company’s ordinary shares for the period ended September 30, 2022 was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The warrants are exercisable to purchase 12,350,000 shares of ordinary shares in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Basic and diluted Income (loss) income per ordinary share Numerator: Allocation of Income (loss) income, as adjusted $ (183,170) $ 615,201 $ 902,877 $ 2,141,624 Denominator: Basic and diluted weighted average shares outstanding 7,137,658 14,500,000 11,587,425 14,500,000 Basic and diluted Income (loss) income per ordinary share $ (0.03) $ 0.04 $ 0.08 $ 0.15
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature other than the warrant liabilities (see Note 9).
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet 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.
Convertible Promissory Note	Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15- 25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, Financial Instruments (“ASC 825”). The Company has made such election for its convertible promissory note. Using the fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the convertible promissory note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the convertible promissory note are recognized as non-cash gains or losses in the condensed statements of operations.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of September 30, 2022. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of ordinary shares reflected in the condensed balance sheets	Gross proceeds $ 115,000,000 Less: Fair Value of Public Warrants at issuance (4,427,500) Ordinary shares issuance costs (2,697,608) Plus: Accretion of carrying value to redemption value 8,275,108 Ordinary shares subject to possible redemption, December 31, 2021 116,150,000 Plus: Accretion of carrying value to redemption value 3,009,125 Less: Public shares redeemed (75,897,772) Ordinary shares subject to possible redemption, September 30, 2022 $ 43,261,353
Summary of calculation of basic and diluted net (loss) income per ordinary share	Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Basic and diluted Income (loss) income per ordinary share Numerator: Allocation of Income (loss) income, as adjusted $ (183,170) $ 615,201 $ 902,877 $ 2,141,624 Denominator: Basic and diluted weighted average shares outstanding 7,137,658 14,500,000 11,587,425 14,500,000 Basic and diluted Income (loss) income per ordinary share $ (0.03) $ 0.04 $ 0.08 $ 0.15

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis	Description Level September 30, 2022 December 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 43,261,353 $ 116,173,808 Liabilities: Warrant Liabilities – Private Placement Warrants 3 $ 163,500 $ 2,392,550
Schedule of quantitative information regarding Level 3 fair value measurements inputs	September 30, December 31, Input 2022 2021 Risk-free interest rate 4.15 % 1.14 % Dividend yield 0.00 % 0.00 % Implied volatility 0.00 % 9.10 % Exercise price $ 11.50 $ 11.50 Market share Price $ 10.40 $ 10.13
Schedule of change in the fair value of the warrant liabilities	Private Placement Warrants Fair value as of January 1, 2022 $ 2,392,550 Change in valuation inputs or other assumptions (1,795,775) Fair Value as at March 31, 2022 596,775 Change in valuation inputs or other assumptions (269,775) Fair value as of June 30, 2022 327,000 Change in valuation inputs or other assumptions (163,500) Fair value as of September 30, 2022 $ 163,500 Private Placement Warrants Fair value as of January 1, 2021 $ 5,450,000 Change in valuation inputs or other assumptions (2,452,500) Fair Value as at March 31, 2021 2,997,500 Change in valuation inputs or other assumptions 545,000 Fair value as of June 30, 2021 3,542,500 Change in valuation inputs or other assumptions (872,000) Fair value as of September 30, 2021 $ 2,670,500

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)				9 Months Ended
	Jun. 14, 2021 USD ($) shares	Dec. 17, 2020 USD ($) $ / shares shares	Oct. 14, 2020 item	Sep. 30, 2022 USD ($) $ / shares	Aug. 25, 2022 USD ($)	Jun. 17, 2022 USD ($)	Jun. 16, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum \| item			1
Shares issued, price per share (in dollars per share) \| $ / shares				$ 10.46				$ 10.10
Transaction costs				$ 2,712,986
Underwriting fees				2,300,000
Other offering costs				412,986
Charged to equity				2,697,608
Operating expenses				15,378
Payments for investment of cash in Trust Account				2,713,766
Condition for future business combination use of proceeds percentage		80
Condition for future business combination threshold Percentage Ownership		50
Condition for future business combination threshold Net Tangible Assets		$ 5,000,001
Redemption limit percentage without prior consent		15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100%
Number of ordinary shares redeemed (in shares) \| shares	7,362,342
Value of ordinary shares redeemed	$ 75,897,772			$ 75,897,772
Redemption period upon closure				10 days
Percentage of redemption of shares if business combination not completed				100%
Operating cash balance				$ 4,126				$ 635,169
Cash and marketable securities held in Trust Account				43,261,353				$ 116,173,808
Working capital				$ 597,494
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Shares issued, price per share (in dollars per share) \| $ / shares		$ 0.10
Deposit, trust account		$ 1,150,000
Amount deposited into trust account to extend the combination period					$ 270,000	$ 413,766	$ 413,766
Price per public share (in dollars per share) \| $ / shares							$ 0.10
Additional amount deposited into trust account each month to further extend the combination period							$ 137,922
Additional price per public share \| $ / shares							$ 0.033
Private Placement Warrants [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Private Placement Warrants (in shares) \| shares		5,450,000
Price of warrant (in dollars per share) \| $ / shares		$ 1
Proceeds from sale of warrants		$ 5,450,000
IPO
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Units, net of underwriting discounts (in shares) \| shares		11,500,000
Shares issued, price per share (in dollars per share) \| $ / shares		$ 10.10
Proceeds from issuance initial public offering		$ 115,000,000
Payments for investment of cash in Trust Account		$ 116,150,000
IPO \| Private Placement Warrants [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Private Placement Warrants (in shares) \| shares		5,450,000
Price of warrant (in dollars per share) \| $ / shares		$ 1
Proceeds from sale of warrants		$ 5,450,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Units, net of underwriting discounts (in shares) \| shares		1,500,000
Shares issued, price per share (in dollars per share) \| $ / shares		$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		9 Months Ended
	Jun. 14, 2021	Sep. 30, 2022	Aug. 25, 2022	Jun. 17, 2022	Jun. 16, 2022	Dec. 31, 2021
Cash		$ 4,126				$ 635,169
Cash equivalents		0				0
Offering costs		2,712,986
Charged to shareholders' equity		2,697,608
Operating expenses		15,378
Unrecognized tax benefits		0				0
Unrecognized tax benefits accrued for interest and penalties		0				$ 0
FDIC Insurance coverage limit amount		$ 250,000
Anti-dilutive securities attributable to warrants (in shares)		12,350,000
Number of ordinary shares redeemed (in shares)	7,362,342
Value of ordinary shares redeemed	$ 75,897,772	$ 75,897,772
Cash withdrawn from Trust Account in connection with redemption	$ 75,897,772
Sponsor
Amount deposited into trust account to extend the combination period			$ 270,000	$ 413,766	$ 413,766
Cayman Islands
Provision for income taxes		$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of ordinary shares reflected in the condensed balance sheets (Details) - USD ($)		3 Months Ended			9 Months Ended	12 Months Ended
	Jun. 14, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds						$ 115,000,000
Less: Fair Value of Public Warrants at issuance						(4,427,500)
Ordinary shares issuance costs						(2,697,608)
Plus: Accretion of carrying value to redemption value		$ 180,502	$ 528,623	$ 2,300,000	$ 3,009,125	8,275,108
Less: Public shares redeemed	$ (75,897,772)				(75,897,772)
Ordinary shares subject to possible redemption		$ 43,261,353			$ 43,261,353	$ 116,150,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of calculation of basic and diluted net (loss) income per ordinary share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Allocation of Income (loss) income, as adjusted	$ (183,170)	$ 615,201	$ 902,877	$ 2,141,624
Denominator:
Weighted average shares outstanding, ordinary shares, Basic (in shares)	7,137,658	14,500,000	11,587,425	14,500,000
Weighted average shares outstanding, ordinary shares, Diluted (in shares)	7,137,658	14,500,000	11,587,425	14,500,000
Diluted income (loss) income per ordinary share	$ (0.03)	$ 0.04	$ 0.08	$ 0.15
Basic income (loss) income per ordinary share	$ (0.03)	$ 0.04	$ 0.08	$ 0.15

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares	Dec. 17, 2020	Sep. 30, 2022	Dec. 31, 2021
PUBLIC OFFERING
Purchase price, per unit		$ 10.46	$ 10.10
Public Warrants [Member]
PUBLIC OFFERING
Purchase price, per unit		$ 0.01
IPO
PUBLIC OFFERING
Number of units sold	11,500,000
Purchase price, per unit	$ 10.10
IPO \| Public Warrants [Member]
PUBLIC OFFERING
Number of shares in a unit	0.5
Number of warrants in a unit	1
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
PUBLIC OFFERING
Number of units sold	1,500,000
Purchase price, per unit	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement Warrants	Dec. 17, 2020 USD ($) $ / shares shares
PRIVATE PLACEMENT
Number of warrants to purchase shares issued (in shares) \| shares	5,450,000
Price of warrants (in dollars per share) \| $ / shares	$ 1
Number of shares per warrant (in shares) \| shares	1
Aggregate purchase price \| $	$ 5,450,000
Exercise price of warrant (in dollars per share) \| $ / shares	$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)	1 Months Ended
	Sep. 30, 2020	Sep. 30, 2022	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
Temporary equity, shares outstanding		4,137,658	11,500,000
Founder Shares \| Sponsor
RELATED PARTY TRANSACTIONS
Consideration received	$ 25,000
Consideration received, shares	2,875,000
Number of shares for which forfeiture condition has expired (in shares)	375,000
Temporary equity, shares outstanding	0
Restrictions on transfer period of time after business combination completion	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)	$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	30 days
Percentage of founder shares, after consummation of business combination	50%
Remaining percentage of founder shares, after consummation of business combination	50%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)

3 Months Ended

9 Months Ended

Mar. 14, 2022

Jan. 10, 2022

Dec. 13, 2021

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Aug. 25, 2022

Jun. 17, 2022

Jun. 16, 2022

Jun. 14, 2022

Dec. 31, 2021

Dec. 17, 2020

RELATED PARTY TRANSACTIONS

Money Market securities held in Trust Account

$ 43,261,353

$ 116,173,808

Aggregate outstanding balance

2,983,766

Private Placement Warrants [Member]

RELATED PARTY TRANSACTIONS

Price of warrant (in dollars per share)

$ 1

Sponsor

RELATED PARTY TRANSACTIONS

Amount deposited into trust account to extend the combination period

$ 270,000

$ 413,766

Promissory note with related party (Third Note)

RELATED PARTY TRANSACTIONS

Outstanding borrowings of related party note

413,766

Promissory note with related party (Third Note) | Sponsor

RELATED PARTY TRANSACTIONS

Maximum borrowing capacity of related party promissory note

$ 830,000

Promissory note with related party (Fourth Note)

RELATED PARTY TRANSACTIONS

Outstanding borrowings of related party note

270,000

Promissory note with related party (Fourth Note) | Sponsor

RELATED PARTY TRANSACTIONS

Maximum borrowing capacity of related party promissory note

$ 500,000

Promissory Note with Related Party | Sponsor

RELATED PARTY TRANSACTIONS

Funds deposited into trust account by the sponsor

$ 1,150,000

Working Capital Loans

RELATED PARTY TRANSACTIONS

Loan conversion agreement warrant

$ 1,000,000

Price of warrant (in dollars per share)

$ 1

Outstanding borrowings of related party note

$ 0

Related Party Extension Loans

RELATED PARTY TRANSACTIONS

Outstanding borrowings of related party note

1,150,000

Money Market securities held in Trust Account

$ 1,150,000

Share price (in dollars per share)

$ 0.10

Related Party Extension Loans | Private Placement Warrants [Member]

RELATED PARTY TRANSACTIONS

Price of warrant (in dollars per share)

$ 1

Related Party Extension Loans | Sponsor

RELATED PARTY TRANSACTIONS

Price of warrant (in dollars per share)

$ 0.10

Value of promissory note issue

$ 1,150,000

Funds deposited into trust account by the sponsor

$ 1,150,000

Months to complete acquisition, extension period

3 months

Management Fees | Accrued expenses

RELATED PARTY TRANSACTIONS

Due to related parties

$ 0

Management Fees | Affiliate Of Sponsor

RELATED PARTY TRANSACTIONS

Expenses paid

21,000

$ 21,000

63,000

$ 63,000

Administrative Fees | Chief Executive Officer

RELATED PARTY TRANSACTIONS

Expenses per month

7,000

Administrative Fees | Alberto Pontonio

RELATED PARTY TRANSACTIONS

Expenses per month

3,000

Expenses paid

$ 9,000

$ 24,000

Administrative Fees | Affiliate Of Sponsor

RELATED PARTY TRANSACTIONS

Expenses paid

$ 9,000

$ 27,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)		9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Dec. 17, 2020 item	Sep. 30, 2022 USD ($) item $ / shares shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities	2
Period for exercise of right for registration of securities	3 months
Legal fees incurred and payable upon business combination \| $		$ 1,140,511
Maximum events settlement period (in months)		18
Threshold number of trading days in determining volume weighted average price for CVR rights		30
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Shares issued underwriters \| shares		1,500,000
IPO
COMMITMENTS AND CONTINGENCIES
Underwriting discount per share \| $ / shares		$ 0.20
Underwriting discount \| $		$ 2,300,000
Business Combination Marketing Agreement
COMMITMENTS AND CONTINGENCIES
Cash fees payable to advisors (as percentage)		3.50%
Early Bird Capital and/or its designees
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities	1
Period for exercise of right for registration of securities	5 years
Period for participation in piggy back rights		7 years

SHAREHOLDERS' DEFICIT - Prefere

SHAREHOLDERS' DEFICIT - Preference shares (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
SHAREHOLDERS' DEFICIT
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0

SHAREHOLDERS' DEFICIT - Ordinar

SHAREHOLDERS' DEFICIT - Ordinary shares (Details)	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
SHAREHOLDERS' DEFICIT
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, votes per share \| Vote	1
Temporary equity, shares outstanding	4,137,658	11,500,000
Ordinary shares subject to possible redemption
SHAREHOLDERS' DEFICIT
Temporary equity, shares outstanding	4,137,658	11,500,000
Ordinary shares not subject to possible redemption
SHAREHOLDERS' DEFICIT
Ordinary shares, shares issued	3,000,000	3,000,000
Ordinary shares, shares outstanding	3,000,000	3,000,000

WARRANTS (Details)

WARRANTS (Details)	9 Months Ended
WARRANTS (Details)	Sep. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
WARRANTS
Purchase price, per unit	$ 10.46	$ 10.10
Weighted average trading days	20 days
Ordinary shares exercisable	$ 18
Public warrants expire	30 days
Minimum
WARRANTS
Weighted average trading days	30 days
Public Warrants
WARRANTS
Warrants Outstanding \| shares	5,750,000	5,750,000
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
Maximum period after business combination in which to file registration statement	90 days
Purchase price, per unit	$ 0.01
Issue price per share	$ 9.20
Trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Private Warrants
WARRANTS
Warrants Outstanding \| shares	5,450,000	5,450,000

WARRANTS - Representative Share

WARRANTS - Representative Shares (Details) - Representative Shares	1 Months Ended
	Oct. 31, 2020 USD ($) shares
WARRANTS
Number of shares issued \| shares	125,000
Fair value of shares \| $	$ 1,137
Lock up period for representative shares	180 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Cash held in the Trust Account	$ 4,126	$ 635,169
Cash and marketable securities held in Trust Account	43,261,353	116,173,808
Liabilities:
Warrant Liabilities	163,500	2,392,550
Level 1 \| Recurring
Assets:
Cash and marketable securities held in Trust Account	43,261,353	116,173,808
Level 3 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant Liabilities	$ 163,500	$ 2,392,550

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details) $ / shares in Units, $ in Millions	Sep. 30, 2022 USD ($) $ / shares item	Dec. 31, 2021 $ / shares item
Risk-free interest rate
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input \| item	0.0415	0.0114
Dividend yield
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input \| item	0	0
Implied volatility
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input \| item	0	0.0910
Exercise price
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input \| $ / shares	11.50	11.50
Market Stock Price
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input \| $ / shares	10.40	10.13
Private Warrants
FAIR VALUE MEASUREMENTS
Fair value per warrant \| $ / shares	$ 0.03	$ 0.44
Aggregate value of Warrants \| $	$ 0.2

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants	Fair Value Adjustment of Warrants
Fair value assets level 1 to level 2 transfers	$ 0			$ 0			$ 0	$ 0
Fair value assets level 2 to level 1 transfers	0			0			0	0
Fair value assets transferred into (out of) level 3	0			0			0	0
Private Placement Warrants \| Level 3
FAIR VALUE MEASUREMENTS
Fair value at the beginning of the period	327,000	$ 596,775	$ 2,392,550	3,542,500	$ 2,997,500	$ 5,450,000	2,392,550	5,450,000
Change in valuation inputs or other assumptions	(163,500)	(269,775)	(1,795,775)	(872,000)	545,000	(2,452,500)
Fair value at the end of the period	$ 163,500	$ 327,000	$ 596,775	$ 2,670,500	$ 3,542,500	$ 2,997,500	$ 163,500	$ 2,670,500

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) $ in Millions	Nov. 08, 2022 USD ($)
Subsequent events \| Support subscription agreements
SUBSEQUENT EVENTS
Aggregate amount of purchaser transaction financing	$ 20