AEON Biopharma (AEON) 10-K21 Feb 232022 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Feb. 21, 2023	Jun. 30, 2021
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-40021
Entity Registrant Name	Priveterra Acquisition Corp
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3940478
Entity Address, Address Line One	300 SE 2nd Street, Suite 600
Entity Address, City or Town	Fort Lauderdale
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33011
City Area Code	754
Local Phone Number	220-9229
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	Princeton, NJ, USA
Entity Public Float			$ 332.6
Entity Central Index Key	0001837607
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A Common stock
Document and Entity Information
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	PMGM
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		27,600,000
Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	PMGMW
Security Exchange Name	NASDAQ
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	PMGMU
Security Exchange Name	NASDAQ
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		6,900,000

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 67,909	$ 497,412
Prepaid assets	41,287	337,812
Total Current Assets	109,196	835,224
Prepaid assets - non-current		34,619
Investments held in Trust Account	279,384,429	276,079,687
Total Assets	279,493,625	276,949,530
Current liabilities:
Accounts payable and accrued expenses	2,620,682	634,585
Franchise tax payable	226,936	200,000
Promissory Note - Related Party	150,000
Deferred tax liability	588,899
Income tax payable	294,430
Total current liabilities	3,880,947	834,585
Warrant liabilities	669,759	7,384,800
Deferred underwriting commission	5,892,600	9,660,000
Total liabilities	10,443,306	17,879,385
Commitments and Contingencies
Class A common stock subject to possible redemption, 27,600,000 shares as of December 31, 2022 and 2021, at redemption value of $10.09 and $10.00, respectively	278,487,272	276,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	32,000	32,000
Accumulated deficit	(9,469,643)	(16,962,545)
Total Stockholders' Deficit	(9,436,953)	(16,929,855)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	279,493,625	276,949,530
Class A common stock subject to redemption
Current liabilities:
Class A common stock subject to possible redemption, 27,600,000 shares as of December 31, 2022 and 2021, at redemption value of $10.09 and $10.00, respectively	278,487,272	276,000,000
Class A common stock not subject to redemption
Stockholders' Deficit:
Common stock	0	0
Class B common stock
Stockholders' Deficit:
Common stock	$ 690	$ 690

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	280,000,000	280,000,000
Class A common stock subject to redemption
Temporary equity, shares outstanding	27,600,000	27,600,000
Redemption price per share	$ 10.09	$ 10
Class A common stock not subject to redemption
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	6,900,000	6,900,000
Common shares, shares outstanding	6,900,000	6,900,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Operating costs	$ 3,325,605	$ 1,935,943
Loss from operations	(3,325,605)	(1,935,943)
Other income
Unrealized change in fair value of warrants liabilities	6,715,041	10,712,133
Gain on forgiveness of deferred underwriting fee payable	3,767,400
Offering costs allocated to warrant liabilities		(655,046)
Interest earned on investments held in Trust Account	3,706,667	79,687
Total other income, net	14,189,108	10,136,774
Income before provision for income taxes	10,863,503	8,200,831
Provision for income taxes	(883,329)
Net Income	$ 9,980,174	$ 8,200,831
Class A common stock subject to redemption
Other income
Basic weighted average shares outstanding	27,600,000	24,499,726
Diluted weighted average shares outstanding	27,600,000	24,499,726
Basic net income per share	$ 0.29	$ 0.26
Diluted net income per share	$ 0.29	$ 0.26
Class B common stock
Other income
Basic weighted average shares outstanding	6,900,000	6,806,301
Diluted weighted average shares outstanding	6,900,000	6,806,301
Basic net income per share	$ 0.29	$ 0.26
Diluted net income per share	$ 0.29	$ 0.26

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Common Stock	Class B Common Stock Common Stock	Additional Paid-In Capital	Accumulated deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 0	$ 690	$ 24,310	$ (3,588)	$ 21,412
Balance at the beginning (in shares) at Dec. 31, 2020	0	6,900,000
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Excess cash over fair value for Private Placement Warrants			1,199,067	0	1,199,067
Accretion of Class A common stock to redemption value			(1,223,377)	(25,159,788)	(26,383,165)
Excess cash received over the fair value of the converted working capital loan			32,000	0	32,000
Net income			0	8,200,831	8,200,831
Balance at the end at Dec. 31, 2021		$ 690	32,000	(16,962,545)	(16,929,855)
Balance at the end (in shares) at Dec. 31, 2021		6,900,000
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Accretion of Class A common stock to redemption value			0	(2,487,272)	(2,487,272)
Net income			0	9,980,174	9,980,174
Balance at the end at Dec. 31, 2022		$ 690	$ 32,000	$ (9,469,643)	$ (9,436,953)
Balance at the end (in shares) at Dec. 31, 2022		6,900,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 9,980,174	$ 8,200,831
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account	(3,706,667)	(79,687)
Unrealized change in fair value of warrants liabilities	(6,715,041)	(10,712,133)
Gain on forgiveness of deferred underwriting fee payable	(3,767,400)
Offering costs allocated to warrant liabilities		655,046
Changes in operating assets and liabilities:
Prepaid assets	331,144	(372,430)
Franchise tax payable	321,366	200,000
Deferred tax liability	588,899
Accrued expenses	1,986,097	613,585
Net cash used in operating activities	(981,428)	(1,494,788)
Cash Flows from Investing Activities:
Principal invested into Trust account		(276,000,000)
Withdraw from Trust Account	401,925
Net cash provided by (used in) investing activities	401,925	(276,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriter fee		270,480,000
Offering costs		(369,212)
Proceeds from issuance of Private Placement Warrants		7,820,000
Proceeds from working capital loans		100,000
Borrowing from promissory note	150,000	35,192
Repayment of promissory note		(73,780)
Net cash provided by financing activities	150,000	277,992,200
Net Change in Cash	(429,503)	497,412
Cash - Beginning of Year	497,412
Cash - End of Year	$ 67,909	497,412
Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriters' discount payable		9,660,000
Conversion of Working Capital Loans to Private Placement Warrants		$ 100,000

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATION	12 Months Ended
ORGANIZATION AND BUSINESS OPERATION	Dec. 31, 2022
ORGANIZATION AND BUSINESS OPERATION
ORGANIZATION AND BUSINESS OPERATION	NOTE 1 — ORGANIZATION AND BUSINESS OPERATION Organization and General Priveterra Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on November 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). On January 5, 2023, in connection with the Business Combination Proposal, a purposed shareholder of the Company filed a complaint in the United States District Court for the Southern District of New York, against the Company and its board of directors, alleging that the registration statement on Form S-4 filed on December 27, 2022 with the SEC omitted material information related to the Business Combination. Since the filing of the complaint, several purported shareholders of the Company have also sent demand letters to the Company’s counsel, similarly alleging that the registration statement filed by the Company on December 27, 2022 with the SEC omitted material information related to the Business Combination and demanding that the Company, its board of directors and/or AEON make supplemental corrective disclosures addressing the alleged deficiencies. On November 15, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Priveterra Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Priveterra Acquisition Corp. The transactions contemplated by the Merger Agreement are intended to serve as the Company’s initial Business Combination. See Note 6 for further information. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from November 17, 2020, the Company’s inception, through December 31, 2022, relates to the Company’s formation and the initial public offering (“IPO”), described below, and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO and unrealized gains and losses on the change in fair value of it warrants. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Priveterra Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company received notice from Guggenheim Securities, LLC, on November 16, 2022 and Wells Fargo Securities, LLC on January 26, 2023, two of the underwriters in the initial public offering, resigning as financial advisors, terminating their financial advisor engagement and waiving any entitlement to any portion of the deferred underwriting commissions payable in connection with the Company’s Initial Public Offering, for a total of $8,694,000 of the deferred fee as waived. Financing The registration statement for the Company’s IPO was declared effective on February 8, 2021 (the “Effective Date”). On February 11, 2021, the Company consummated an IPO of 27,600,000 units at $10.00 per unit (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,213,333 warrants (the “Private Placement Warrants”), at a price of $1.50 per warrant, which is discussed in Note 4. Each warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, generating gross proceeds of $7,820,000. Transaction costs of the IPO amounted to $15,630,212 consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees, and $450,212 of other offering costs. Of the transaction costs, $655,046 is included in offering costs on the statements of operations and $14,975,165 is included in equity. Trust Account Following the closing of the IPO on February 11, 2021, $276,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (“Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations, if any, the proceeds from the Company’s IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. In connection with the vote at the special meeting of stockholders held on February 10, 2023 (the “Special Meeting”) the holders of 25,597,728 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.11 per share, for an aggregate redemption amount of approximately $258,793,030.08, resulting in 2,002,272 shares of Class A common stock after redemptions. The trust account balance after the redemption payments are made will be $20,259,152.12. Initial Business Combination The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period. On December 12, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, Priveterra Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and AEON Biopharma, Inc., a Delaware corporation (“AEON”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into AEON, with AEON surviving as a wholly owned subsidiary of the Company (the “Merger”). Upon the closing of the Merger (the “Closing”), the Company will change its name to “AEON Biopharma, Inc.” The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” Liquidation The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Company’s IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern The Company’s liquidity needs up to February 11, 2021, the date of the IPO, had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loans under an unsecured promissory note from the Sponsor of $73,295 (see Note 5). In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). The Company’s IPO was on February 11, 2021. As of December 31, 2022, the Company had $67,909 in its operating bank account, and working capital deficit of $2,874,594 (excluding taxes payable which is funded by earnings from the Trust Account) and has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans. Additionally, the Company has until August 11, 2023 (originally February 11, 2023; see Note 10) to consummate a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements– Going Concern,” 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. The Company intends to complete a Business Combination before the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary where the Company has the ability to exercise control. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated 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 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $68,000 and $497,000 in cash and did not have any cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with 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 consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to temporary equity or the consolidated statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2022, offering costs totaling $15,630,212 (consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $450,212 of other offering costs) were recognized with $655,046 which was allocated to the Public Warrants and Private Warrants, included in the consolidated statement of operations and $14,975,166 included in temporary equity. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. As of December 31, 2022 and 2021, the common stock subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,408,000) Class A common stock issuance costs (14,975,165) Plus: Accretion of carrying value to redemption value 26,383,165 Class A common stock subject to possible redemption, December 31, 2021 276,000,000 Plus: Accretion of carrying value to redemption value 2,487,272 Class A common stock subject to possible redemption, December 31, 2022 $ 278,487,272 See Note 10 for the current amount held in the Trust Account and the ordinary shares currently subject to redemption following the Company’s February 10, 2023 special meeting of shareholders to extend the Business Combination deadline date from February 11, 2023 to August 11, 2023. Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company has two classes of common shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 14,480,000 Class A common stock at $11.50 per share were issued on February 8, 2021. No warrants were exercised during the years ended December 31, 2022 and 2021. The calculation of diluted net income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Below is a reconciliation of the net income per share of common stock: For the Year Ended For the Year Ended December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 7,984,139 $ 1,996,035 $ 6,417,873 $ 1,782,958 Denominator Weighted-average shares outstanding 27,600,000 6,900,000 24,499,726 6,806,301 Basic and diluted net income per common share $ 0.29 $ 0.29 $ 0.26 $ 0.26 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to its short-term nature, other than the derivative warrant liability. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. 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 consist of: ● 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. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 8.1% and 0.0% for the year ended December 31, 2022 and for the period from November 17, 2020 (inception) to December 31, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in the Company’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and Florida State as its only significant tax jurisdictions. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Risks and Uncertainties Management continues 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 these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated financial statements. 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 consolidated financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The Company expects to adopt the provisions of this guidance on January 1, 2023. The adoption is not expected to have a material impact on the Company’s consolidated financial statements. Besides the above, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted. Would have a material effect on the accompanying consolidated financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On February 11, 2021, the Company sold 27,600,000 Units, at a purchase price of $ 10.00 per Unit, which includes the full exercise by the underwriters of their option to purchase an additional 3,600,000 Units at $10.00 per Unit. Each Unit was sold at $10.00 and consisted of one share of Class A common stock, and one The Company paid underwriting fees at the closing of the IPO of $5,520,000. As of February 11, 2021 an additional fee of $9,660,000 (see Note 6) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. Warrants The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “ 30-day ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination as described elsewhere in the IPO) for any 20 trading days within a 30-trading day period ending three ● if the last sale price of the Class A common stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,213,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,820,000. Each Private Placement Warrant was identical to the Public Warrants sold in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, and (iii) may be exercised by the holders on a cashless basis. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of the Company’s IPO on February 11, 2021 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of the Company’s IPO on February 11, 2021. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after the Company’s IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 17, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B common stock, par value $0.0001 (the “Founder Shares). On February 8, 2021, as part of an upsizing of the IPO, the Company effected a stock split in which each issued share of Class B Common Stock that was outstanding was converted into one outstanding The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the initial Business Combination, the founder shares will be released from the lockup. Promissory Note – Related Party On December 17, 2020, the Sponsor agreed to loan the Company up to $75,000 to be used for a portion of the expenses of the IPO. On January 13, 2021, the Sponsor agreed to loan the Company up to an additional $50,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and were due at the earlier of June 30, 2021 or the closing of the IPO. The loan was repaid upon the closing of the IPO out of the offering proceeds. As of December 31, 2022 and 2021, the Company had no amounts outstanding borrowings under the promissory note. Additionally, this note is no longer available to the Company. On November 28, 2022, the Sponsor issued the Promissory Note to the Company, pursuant to which the Company was entitled to borrow up to an aggregate principal amount of $150,000 (the “Second Note”). The Promissory 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. In the month of December, the Sponsor deposited a total of $150,000 of such funds in the operating account. As of December 31, 2022 and December 31, 2021, the outstanding principal balance under the Promissory Notes amounted to an aggregate of $150,000 and $0, respectively. Working Capital Loans The Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender (the “Working Capital Warrants”). Such warrants would be identical to the Private Placement Warrants. In June 2021 the Company had $100,000 of Working Capital Loans outstanding which were converted into 66,667 Working Capital Warrants. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee The Company has agreed, commencing on February 8, 2021, to pay $25,000 per month for administrative and other services, of which $10,000 per month will be paid to the Sponsor for office space and administrative services provided to members of the management team and up to $15,000 will be used to compensate the Company’s Chief Operating Officer and Chief Financial Officer and Secretary for a portion of their time spent on the Company’s affairs. Upon completion of the Company’s Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, $300,000 was recognized in the consolidated statements of operations and has been paid. For the year ended December 31, 2021, $266,964 was recognized in the consolidated statements of operations and has been paid.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Underwriters Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On November 16, 2022, the Company and one of the underwriters executed a waiver letter confirming the underwriter’s waiver of its deferred fee under the terms of the underwriting agreement. As a result, the Company recognized a gain of $3,767,400 in relation to the waiver of the deferred underwriter fee allocated to the underwriter in the accompanying consolidated financial statements. As of December 31, 2022 and 2021, the deferred underwriting fee payable is $5,892,600 and $9,660,000, respectively. On January 23, 2023, the Company and a second underwriter executed a waiver letter confirming the underwriter’s waiver of its deferred fee under the terms of the underwriting agreement which represents and additional $4,636,800 of the deferred fee as waived. Registration Rights The holders of the founder shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed in connection with the Company’s IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Business Combination Agreement On December 12, 2022, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, Priveterra Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and AEON Biopharma, Inc., a Delaware corporation (“AEON”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into AEON, with AEON surviving as a wholly owned subsidiary of the Company (the “Merger”). Upon the closing of the Merger (the “Closing”), the Company will change its name to “AEON Biopharma, Inc.” The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” Pursuant to the Business Combination Agreement, at the effective time of the Merger, each option, whether vested or unvested, exercisable for AEON equity that is outstanding immediately prior to the effective time of the Merger shall be assumed by the Company and continue in full force and effect on the same terms and conditions as are currently applicable to such options, subject to adjustments to exercise price and number of shares of Class A Common Stock issued upon exercise. Under the Business Combination Agreement, the Company will acquire all of the outstanding equity interests of AEON (including equity interests issued upon conversion of the outstanding convertible notes of AEON) in exchange for shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), based on an implied AEON equity value of $165,000,000, to be paid to AEON stockholders at the effective time of the Merger, except that 809,000 shares of the Company’s Class A Common Stock otherwise issuable as merger consideration shall be held back to satisfy the exercise of certain of AEON’s convertible notes upon the maturity thereof. For more information regarding the Business Combination Agreement, please see our Current Report on Form 8-K filed on December 12, 2022, and our registration statement Amendment No. 1 to Form S-4 filed on February 9, 2023.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	12 Months Ended
STOCKHOLDERS' DEFICIT	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware state law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A common stock outstanding after such conversion (after giving effect to any redemptions of Class A common stock by public stockholders), including the total number of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A common stock or equity-linked securities exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

RECURRING FAIR VALUE MEASUREMEN

RECURRING FAIR VALUE MEASUREMENTS	12 Months Ended
RECURRING FAIR VALUE MEASUREMENTS	Dec. 31, 2022
RECURRING FAIR VALUE MEASUREMENTS
RECURRING FAIR VALUE MEASUREMENTS	NOTE 8. RECURRING FAIR VALUE MEASUREMENTS At December 31, 2022 and 2021, the Company’s warrant liability was valued at $669,759 and $7,384,800, respectively. Under the guidance in ASC 815-40 the Warrants do not meet the criteria for equity treatment. As such, the Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statement of operations. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The fair value of the Private Warrant liability classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 2 of the fair value hierarchy. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with 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 consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2022, assets held in the Trust Account were comprised of $4,858 in cash and $279,379,571 in U.S. Treasury Bills. The sum of the cash held in trust and the U.S. Treasury bills total the consolidated Balance sheet balance of $279,384,429. During the period ended December 31, 2022, the Company withdrew $401,925 in interest income from the Trust Account for tax obligation purposes. At December 31, 2021, assets held in the Trust Account were comprised of $52 in cash and $276,079,635 in U.S. Treasury Bills. The sum of the cash held in trust and the U.S. Treasury bills total the consolidated Balance sheet balance of $276,079,687 in U.S. Treasury Bills. During the year ended December 31, 2021, the Company did not withdraw interest income from the Trust Account. The following table presents information about the Company’s gross holding gains and fair value of held-to-maturity securities at December 31, 2022 and 2021: Gross Amortized Holding Held-To-Maturity Level Cost Gain Fair Value December 31, 2022 U.S. Treasury Bill (Matures on 01/05/2023) 1 $ 279,339,034 $ 40,537 $ 279,379,571 December 31, 2021 U.S. Treasury Bill (Matures on 01/06/2022) 1 $ 276,079,635 $ 1,273 $ 276,080,908 The following table presents information about the Company’s liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Liabilities: Private Placement Warrants $ — $ — $ 250,239 Public Warrants $ — $ 419,520 $ — The following table presents information about the Company’s liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Liabilities: Private Placement Warrants $ — $ — $ 2,692,800 Public Warrants $ 4,692,000 $ — $ — Measurement The Company established the initial fair value for the Warrants on February 11, 2021, the date of the consummation of the Company’s IPO using a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Warrants were initially classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. In April 2021, the Public Warrants began trading in the open market and were reclassified to Level 1. On December 31, 2022 and 2021, the fair value was remeasured. At December 31, 2022 and 2021, the Company used a Monte Carlo simulation and modified Black-Scholes model, respectively, to value the Private Placement Warrants. The Public Warrants were previously classified as Level 3 due to the lack of an observable market price for the warrants and initially valued using the Black-Scholes Option Pricing Model. Public Warrants were transferred to a level 2 due to the lack of an active market as of September 30, 2022 and continue to be included in level 2 as of December 31, 2022, and the presence of observable inputs in surrounding periods for the same instrument. The Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs. The Company’s Private Placement Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The key inputs into the valuation models was as follows: December 31, December 31, Input 2021 2022 Risk-free interest rate 1.26 % 4.75 % Expected term (years) 5.0 5.71 Expected volatility 10.50 % 9.8 % Dividend rate 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 Market implied likelihood of Initial Business Combination — % 8.9 % The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s assets and liabilities classified as level 3 for the years ended December 31, 2022 and 2021. Fair value at issuance February 11, 2021 $ 18,028,933 Public Warrants reclassified to level 1 (9,200,000) Issuance of Private Placement Warrants upon conversion of Working Capital Loans 68,000 Change in fair value (6,204,133) Fair Value at December 31, 2021 $ 2,692,800 Fair Value at December 31, 2021 $ 2,692,800 Change in fair value (2,442,561) Fair Value at December 31, 2022 $ 250,239

INCOME TAX

INCOME TAX	12 Months Ended
INCOME TAX	Dec. 31, 2022
INCOME TAX
INCOME TAX	NOTE 9. INCOME TAXES The Company’s net deferred tax assets are as follows: December 31, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ 25,360 Startup Costs 1,231,442 364,454 Unrealized gain/loss - Trust (588,900) — Total deferred tax assets 642,542 389,814 Valuation allowance (1,231,441) (389,814) Deferred tax assets, net of allowance $ (588,899) $ — The income tax provision for the years ended December 31, 2022 and 2021 consists of the following: December 31, December 31, 2022 2021 Federal Current $ 230,537 $ — Deferred (119,370) (389,814) State Current $ 63,893 $ Deferred (133,358) — Change in valuation allowance 841,627 389,814 Provision for income taxes $ 883,329 $ — As of December 31, 2022 and 2021, the Company had $0 and $120,763, respectively, of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $841,627 and $389,814, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 5.5 % 0.0 % State tax credit (0.1) % 0.0 % Deferred tax liability change in rate (0.9) % 0.0 % Acquisition facilitative expenses 0.5 % 0.0 % Penalties and interest 0.0 % 0.0 % Offering costs 0.0 % 1.7 % Change in fair value of warrant liability (16.4) % (27.4) % Reduction in deferred underwriting fee (9.2) % 0.0 % Valuation allowance 7.7 % 4.7 % Income tax provision 8.1 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements, other than as described below. On February 10, 2023, at the special meeting of stockholders of the Company, stockholders of the Company approved the certificate of amendment to the second amended and restated certificate of incorporation to amend the Company’s contractual expiration date of February 11, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination from February 11, 2023 to August 11, 2023. In connection with the vote at the special meeting, the holders of 25,597,728 shares of Class A Common Stock, par value $0.0001 per share, properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.11 per share, for an aggregate redemption amount of approximately $258,793,030.08. The remaining shares to be redeemed is 2,002,272. On January 11, 2023, the Company and AEON entered into interim financing letter agreements with certain investors for a total aggregate amount of $20 million. On January 5, 2023, in connection with the Business Combination proposal, a purposed shareholder of the Company filed a complaint in the United States District Court for the Southern District of New York, against the Company and its board of directors, alleging that the registration statement on Form S-4 filed on December 27, 2022 with the SEC omitted material information related to the Business Combination. Since the filing of the complaint, several purported shareholders of the Company have also sent demand letters to the Company’s counsel, similarly alleging that the registration statement filed by the Company on December 27, 2022 with the SEC omitted material information related to the Business Combination and demanding that the Company, its board of directors and/or AEON make supplemental corrective disclosures addressing the alleged deficiencies. On January 23, 2023, the Company and a second underwriter executed a waiver letter confirming the underwriter’s waiver of its deferred fee under the terms of the underwriting agreement which represents and additional $4,636,800 of the deferred fee as waived.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary where the Company has the ability to exercise control.
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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated 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 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	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 approximately $68,000 and $497,000 in cash and did not have any cash equivalents as of December 31, 2022 and 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with 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 consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to temporary equity or the consolidated statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2022, offering costs totaling $15,630,212 (consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $450,212 of other offering costs) were recognized with $655,046 which was allocated to the Public Warrants and Private Warrants, included in the consolidated statement of operations and $14,975,166 included in temporary equity.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. As of December 31, 2022 and 2021, the common stock subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,408,000) Class A common stock issuance costs (14,975,165) Plus: Accretion of carrying value to redemption value 26,383,165 Class A common stock subject to possible redemption, December 31, 2021 276,000,000 Plus: Accretion of carrying value to redemption value 2,487,272 Class A common stock subject to possible redemption, December 31, 2022 $ 278,487,272 See Note 10 for the current amount held in the Trust Account and the ordinary shares currently subject to redemption following the Company’s February 10, 2023 special meeting of shareholders to extend the Business Combination deadline date from February 11, 2023 to August 11, 2023.
Net Income Per Common Share	Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company has two classes of common shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. Private and public warrants to purchase 14,480,000 Class A common stock at $11.50 per share were issued on February 8, 2021. No warrants were exercised during the years ended December 31, 2022 and 2021. The calculation of diluted net income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Below is a reconciliation of the net income per share of common stock: For the Year Ended For the Year Ended December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 7,984,139 $ 1,996,035 $ 6,417,873 $ 1,782,958 Denominator Weighted-average shares outstanding 27,600,000 6,900,000 24,499,726 6,806,301 Basic and diluted net income per common share $ 0.29 $ 0.29 $ 0.26 $ 0.26
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to its short-term nature, other than the derivative warrant liability. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. 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 consist of: ● 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.
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 8.1% and 0.0% for the year ended December 31, 2022 and for the period from November 17, 2020 (inception) to December 31, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in the Company’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and Florida State as its only significant tax jurisdictions. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Risks and Uncertainties	Risks and Uncertainties Management continues 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 these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated financial statements. 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 consolidated financial statements.
Inflation Reduction Act of 2022	Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The Company expects to adopt the provisions of this guidance on January 1, 2023. The adoption is not expected to have a material impact on the Company’s consolidated financial statements. Besides the above, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted. Would have a material effect on the accompanying consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of common stock subject to possible redemption	Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,408,000) Class A common stock issuance costs (14,975,165) Plus: Accretion of carrying value to redemption value 26,383,165 Class A common stock subject to possible redemption, December 31, 2021 276,000,000 Plus: Accretion of carrying value to redemption value 2,487,272 Class A common stock subject to possible redemption, December 31, 2022 $ 278,487,272
Schedule of reconciliation of the net income per share of common stock	For the Year Ended For the Year Ended December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 7,984,139 $ 1,996,035 $ 6,417,873 $ 1,782,958 Denominator Weighted-average shares outstanding 27,600,000 6,900,000 24,499,726 6,806,301 Basic and diluted net income per common share $ 0.29 $ 0.29 $ 0.26 $ 0.26

RECURRING FAIR VALUE MEASUREM_2

RECURRING FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
RECURRING FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2022
RECURRING FAIR VALUE MEASUREMENTS
Schedule of Company's gross holding gains and fair value of held-to-maturity securities	Gross Amortized Holding Held-To-Maturity Level Cost Gain Fair Value December 31, 2022 U.S. Treasury Bill (Matures on 01/05/2023) 1 $ 279,339,034 $ 40,537 $ 279,379,571 December 31, 2021 U.S. Treasury Bill (Matures on 01/06/2022) 1 $ 276,079,635 $ 1,273 $ 276,080,908
Schedule of Company's liabilities that were measured at fair value on a recurring basis	Level 1 Level 2 Level 3 Liabilities: Private Placement Warrants $ — $ — $ 250,239 Public Warrants $ — $ 419,520 $ — Level 1 Level 2 Level 3 Liabilities: Private Placement Warrants $ — $ — $ 2,692,800 Public Warrants $ 4,692,000 $ — $ —
Schedule of key inputs	December 31, December 31, Input 2021 2022 Risk-free interest rate 1.26 % 4.75 % Expected term (years) 5.0 5.71 Expected volatility 10.50 % 9.8 % Dividend rate 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 Market implied likelihood of Initial Business Combination — % 8.9 %
Schedule of reconciliation of changes in fair value of the assets and liabilities classified as level 3	Fair value at issuance February 11, 2021 $ 18,028,933 Public Warrants reclassified to level 1 (9,200,000) Issuance of Private Placement Warrants upon conversion of Working Capital Loans 68,000 Change in fair value (6,204,133) Fair Value at December 31, 2021 $ 2,692,800 Fair Value at December 31, 2021 $ 2,692,800 Change in fair value (2,442,561) Fair Value at December 31, 2022 $ 250,239

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
INCOME TAX (Tables)	Dec. 31, 2022
INCOME TAX
Schedule of significant components of the Company's deferred tax assets	December 31, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ 25,360 Startup Costs 1,231,442 364,454 Unrealized gain/loss - Trust (588,900) — Total deferred tax assets 642,542 389,814 Valuation allowance (1,231,441) (389,814) Deferred tax assets, net of allowance $ (588,899) $ —
Schedule of income tax provision	December 31, December 31, 2022 2021 Federal Current $ 230,537 $ — Deferred (119,370) (389,814) State Current $ 63,893 $ Deferred (133,358) — Change in valuation allowance 841,627 389,814 Provision for income taxes $ 883,329 $ —
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate	December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 5.5 % 0.0 % State tax credit (0.1) % 0.0 % Deferred tax liability change in rate (0.9) % 0.0 % Acquisition facilitative expenses 0.5 % 0.0 % Penalties and interest 0.0 % 0.0 % Offering costs 0.0 % 1.7 % Change in fair value of warrant liability (16.4) % (27.4) % Reduction in deferred underwriting fee (9.2) % 0.0 % Valuation allowance 7.7 % 4.7 % Income tax provision 8.1 % 0.0 %

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATION (Details)			12 Months Ended
ORGANIZATION AND BUSINESS OPERATION (Details)	Feb. 10, 2023 USD ($) $ / shares shares	Feb. 11, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($)	Feb. 08, 2021 shares
Organization and Business Operation
Condition for future business combination number of businesses minimum \| item			1
Purchase price, per unit \| $ / shares			$ 10
Gross proceeds from IPO				$ 276,000,000
Offering Costs			$ 15,630,212
Underwriting fees			5,520,000
Aggregate deferred fee			9,660,000
Other offering costs			450,212
Transaction cost included in operation statement			655,046
Transaction costs included in equity statement			$ 14,975,165
Investments maximum maturity term			185 days
Threshold period from the closing of the proposed public offering to consummate an initial business combination after extension			24 months
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100%
Maximum allowed dissolution expenses			$ 100,000
Promissory note - related party			150,000	$ 0
Cash operating bank account			67,909
Working capital deficit			$ (2,874,594)
Class A Common stock
Organization and Business Operation
Sale of private placement warrants (in share) \| shares					14,480,000
Subsequent event \| Class A Common stock
Organization and Business Operation
Number of shares issued \| shares	25,597,728
Redemption price \| $ / shares	$ 10.11
Aggregate redemption amount	$ 258,793,030.08
Aggregate redemption shares \| shares	2,002,272
Redemption payments	$ 20,259,152.12
Initial Public Offering
Organization and Business Operation
Number of units sold \| shares		27,600,000
Purchase price, per unit \| $ / shares		$ 10	$ 10
Gross proceeds from IPO		$ 276,000,000
Deferred fee			$ 8,694,000
Number Of Underwriter \| item			2
Offering Costs			$ 15,630,212
Underwriting fees		5,520,000	5,520,000
Aggregate deferred fee		9,660,000	9,660,000
Other offering costs			450,212
Payments for investment of cash in Trust Account		$ 276,000,000
Condition for future business combination threshold net tangible assets			$ 5,000,001
Initial Public Offering \| Maximum
Organization and Business Operation
Purchase price, per unit \| $ / shares			$ 10.10
Initial Public Offering \| Private Placement Warrants
Organization and Business Operation
Price of warrant \| $ / shares			1.50
Private Placement \| Private Placement Warrants
Organization and Business Operation
Price of warrant \| $ / shares		$ 1.50	$ 11.50
Sale of private placement warrants (in share) \| shares		5,213,333	5,213,333
Gross proceeds from issuance of warrants		$ 7,820,000	$ 7,820,000
Over-allotment option
Organization and Business Operation
Number of units sold \| shares		3,600,000
Purchase price, per unit \| $ / shares		$ 10
Price of warrant \| $ / shares		$ 10
Sponsor
Organization and Business Operation
Consideration received		$ 25,000
Promissory note - related party		$ 73,295

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended		13 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2021	Feb. 11, 2021	Feb. 08, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 68,000	$ 497,000	$ 497,000
Maturity term of U.S government securities	185 days
Offering costs	$ 15,630,212
Underwriting fees	5,520,000
Aggregate deferred fee	9,660,000
Other offering costs	450,212
Transaction costs	$ 655,046
Number of warrants exercised	0
Effective tax rate (as a percent)	8.10%	0%	0%
Statutory tax rate (as a percent)	21%	21%
Unrecognized tax benefits	$ 0	$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties	0	$ 0	$ 0
Class A Common stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of warrants to purchase shares issued					14,480,000
Exercise price of warrants					$ 11.50
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs	15,630,212
Underwriting fees	5,520,000			$ 5,520,000
Aggregate deferred fee	9,660,000			$ 9,660,000
Other offering costs	450,212
Offering costs	$ 14,975,166

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of common stock to possible redemption (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds from IPO		$ 276,000,000
Proceeds allocated to Public Warrants		(11,408,000)
Class A common stock issuance costs		(14,975,165)
Accretion of carrying value to redemption value	$ 2,487,272	26,383,165
Class A common stock subject to possible redemption	$ 278,487,272	$ 276,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of the net income per share of common stock (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Common stock
Numerator:
Allocation of net income	$ 7,984,139	$ 6,417,873
Denominator
Weighted-average shares outstanding, Basic	27,600,000	24,499,726
Basic net income per common share	$ 0.29	$ 0.26
Class B common stock
Numerator:
Allocation of net income	$ 1,996,035	$ 1,782,958
Denominator
Weighted-average shares outstanding, Basic	6,900,000	6,806,301
Weighted-average shares outstanding, Diluted	6,900,000	6,806,301
Basic net income per common share	$ 0.29	$ 0.26
Diluted net income per common share	$ 0.29	$ 0.26

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Feb. 11, 2021	Dec. 31, 2022	Feb. 08, 2021
INITIAL PUBLIC OFFERING
Purchase price, per unit		$ 10
Underwriting fees		$ 5,520,000
Aggregate deferred fee		$ 9,660,000
Class A Common stock
INITIAL PUBLIC OFFERING
Exercise price of warrants			$ 11.50
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold	27,600,000
Purchase price, per unit	$ 10	$ 10
Underwriting fees	$ 5,520,000	$ 5,520,000
Aggregate deferred fee	$ 9,660,000	$ 9,660,000
Initial Public Offering \| Public Warrants
INITIAL PUBLIC OFFERING
Purchase price, per unit	$ 10
Number of warrants in a unit	0.33
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
Initial Public Offering \| Public Warrants \| Class A Common stock
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Number of shares issuable per warrant	1
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	3,600,000
Purchase price, per unit	$ 10

INITIAL PUBLIC OFFERING - Warra

INITIAL PUBLIC OFFERING - Warrants (Details)	12 Months Ended
INITIAL PUBLIC OFFERING - Warrants (Details)	Dec. 31, 2022 USD ($) $ / shares shares	Feb. 08, 2021 $ / shares
Class A Common stock
Warrants
Exercise price of warrants		$ 11.50
Warrants
Warrants
Number of shares issuable per warrant \| shares	1
Exercise price of warrants	$ 11.50
Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Warrants
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold number of business days before sending notice of redemption to warrant holders	30 days
Redemption period	30 days
Share price trigger used to measure dilution of warrant	$ 18
Trading period after business combination used to measure dilution of warrant	20 days
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	3 days
Private Placement Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Warrants
Share price trigger used to measure dilution of warrant	$ 18
Public Warrants \| Class A Common stock
Warrants
Share price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Threshold consecutive trading days for redemption of public warrants \| $	20
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Warrants
Share price	$ 9.20
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115%
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Warrant exercise period condition one	12 months
Warrant exercise period condition two	30 days
Public Warrants expiration term	5 years

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		12 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Feb. 11, 2021	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Advance notice prior to the applicable deadline affiliates or designees must deposit into the Trust Account		30 days
Obligation to redeem public shares if entity does not complete a business combination (as a percent)		100%
Threshold period from the closing of the proposed public offering to consummate an initial business combination		18 months
Threshold period from the closing of the proposed public offering to consummate an initial business combination after extension		24 months
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	5,213,333	5,213,333
Price of warrants	$ 1.50	$ 11.50
Aggregate purchase price	$ 7,820,000	$ 7,820,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)				12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Feb. 11, 2021 USD ($)	Jan. 08, 2021	Dec. 17, 2020 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares	Feb. 08, 2021 shares
RELATED PARTY TRANSACTIONS
Common stock shares issued price per share \| $ / shares				$ 10
Common Class B [Member]
RELATED PARTY TRANSACTIONS
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Common shares, shares issued \| shares				6,900,000	6,900,000	6,900,000
Stock split ratio		1.2
Common shares, shares outstanding \| shares				6,900,000	6,900,000	6,900,000
Sponsor [Member]
RELATED PARTY TRANSACTIONS
Consideration received \| $	$ 25,000
Founder shares \| Sponsor [Member] \| Common Class B [Member]
RELATED PARTY TRANSACTIONS
Consideration received \| $			$ 25,000
Price of warrants \| $ / shares			$ 0.004
Number of shares issued \| shares			5,750,000
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001
Shares subject to forfeiture \| shares						900,000
Shares are no longer subject to forfeiture \| shares						900,000
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) \| $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| $				20
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				180 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| $				30

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)					12 Months Ended
	Nov. 28, 2022	Feb. 08, 2021	Jan. 13, 2021	Dec. 17, 2020	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Feb. 11, 2021
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note					$ 300,000	$ 266,964
Promissory note - related party					150,000	0
Sponsor
RELATED PARTY TRANSACTIONS
Promissory note - related party								$ 73,295
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note				$ 75,000
Additional borrowing capacity of related party promissory note			$ 50,000
Outstanding balance of related party note					0	0
Promissory Note with Related Party \| Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note	$ 150,000
Deposit into operating account					$ 150,000
Working Capital Loans
RELATED PARTY TRANSACTIONS
Price of warrant					$ 1.50
Working capital loans					$ 0	$ 0
Maximum loans convertible into warrants					1,500,000
Working Capital Loans \| Working Capital Warrants
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant							66,667
Working capital loans							$ 100,000
Administrative Service Fee
RELATED PARTY TRANSACTIONS
Expenses per month		$ 25,000
Administrative Service Fee \| Sponsor
RELATED PARTY TRANSACTIONS
Expenses per month					$ 10,000
Administrative Service Fee \| CEO and CFO
RELATED PARTY TRANSACTIONS
Expenses per month		$ 15,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)			12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Jan. 23, 2023 USD ($)	Nov. 16, 2022 USD ($)	Dec. 31, 2022 USD ($) item $ / shares shares	Feb. 10, 2023 $ / shares	Dec. 31, 2021 USD ($) $ / shares
COMMITMENTS AND CONTINGENCIES
Deferred fee per unit \| $ / shares			$ 0.35
Aggregate deferred fee			$ 9,660,000
Reduction in deferred underwriting fee payable, Waiver		$ 3,767,400
Deferred underwriting fee payable			$ 5,892,600		$ 9,660,000
Maximum number of demands for registration of securities \| item			3
Subsequent event
COMMITMENTS AND CONTINGENCIES
Reduction in deferred underwriting fee payable, Waiver	$ 4,636,800
Class A Common stock
COMMITMENTS AND CONTINGENCIES
Common stock par value \| $ / shares			$ 0.0001		$ 0.0001
Class A Common stock \| Subsequent event
COMMITMENTS AND CONTINGENCIES
Common stock par value \| $ / shares				$ 0.0001
Business Combination Agreement \| Class A Common stock \| AEON
COMMITMENTS AND CONTINGENCIES
Common stock par value \| $ / shares			$ 0.0001
Equity value of the company to be acquired			$ 165,000,000
Shares held back to satisfy the conditions \| shares			809,000

STOCKHOLDERS' DEFICIT- Preferre

STOCKHOLDERS' DEFICIT- Preferred Stock (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' DEFICIT
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock (Details)	12 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock (Details)	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Feb. 08, 2021 shares
STOCKHOLDERS' DEFICIT
Aggregated shares issued upon converted basis (in percent)	1%
Class A Common stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	280,000,000	280,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Ratio to be applied to the stock in the conversion	20%
Class A common stock subject to redemption
STOCKHOLDERS' DEFICIT
Class A common stock subject to possible redemption, outstanding (in shares)	27,600,000	27,600,000
Class A common stock not subject to redemption
STOCKHOLDERS' DEFICIT
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B common stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share \| Vote	1
Common stock, shares issued	6,900,000	6,900,000	6,900,000
Common stock, shares outstanding	6,900,000	6,900,000	6,900,000
Ratio to be applied to the stock in the conversion	20%

RECURRING FAIR VALUE MEASUREM_3

RECURRING FAIR VALUE MEASUREMENTS - Fair value of held-to-maturity securities (Details) - U.S. Treasury Bill - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost
Amortized Cost	$ 279,339,034	$ 276,079,635
Gain Holding Gain	40,537	1,273
Fair Value	$ 279,379,571	$ 276,080,908

RECURRING FAIR VALUE MEASUREM_4

RECURRING FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
RECURRING FAIR VALUE MEASUREMENTS
Warrant liabilities	$ 669,759	$ 7,384,800
Level 1 \| Public Warrants
RECURRING FAIR VALUE MEASUREMENTS
Warrant liabilities		4,692,000
Level 2 \| Public Warrants
RECURRING FAIR VALUE MEASUREMENTS
Warrant liabilities	419,520
Level 3 \| Private Placement Warrants
RECURRING FAIR VALUE MEASUREMENTS
Warrant liabilities	$ 250,239	$ 2,692,800

RECURRING FAIR VALUE MEASUREM_5

RECURRING FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details)	Dec. 31, 2022 Y $ / shares	Dec. 31, 2021 USD ($) $ / shares
Risk-free interest rate
RECURRING FAIR VALUE MEASUREMENTS
Warrant and rights outstanding, measurement input	0.0475	0.0126
Expected term (years)
RECURRING FAIR VALUE MEASUREMENTS
Warrant and rights outstanding, measurement input	5.71	5
Expected volatility
RECURRING FAIR VALUE MEASUREMENTS
Warrant and rights outstanding, measurement input	0.098	0.1050
Dividend rate
RECURRING FAIR VALUE MEASUREMENTS
Warrant and rights outstanding, measurement input	0	0
Exercise price
RECURRING FAIR VALUE MEASUREMENTS
Warrant and rights outstanding, measurement input	11.50	11.50
Market implied likelihood of Initial Business Combination
RECURRING FAIR VALUE MEASUREMENTS
Warrant and rights outstanding, measurement input	0.089

RECURRING FAIR VALUE MEASUREM_6

RECURRING FAIR VALUE MEASUREMENTS - Change in the Fair Value of the assets and liabilities (Details) - USD ($)	5 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
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
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Fair value at, Beginning balance	$ 18,028,933	$ 18,028,933	$ 2,692,800
Public Warrants reclassified to level 1		(9,200,000)
Issuance of Private Placement Warrants upon conversion of Working Capital Loans		68,000
Change in fair value	$ (6,204,133)	(2,442,561)
Fair value at, Ending balance		$ 2,692,800	$ 250,239

RECURRING FAIR VALUE MEASUREM_7

RECURRING FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
RECURRING FAIR VALUE MEASUREMENTS
Warrant liabilities	$ 669,759	$ 7,384,800
Investments held in Trust Account	279,384,429	276,079,687
Interest income from Trust Account	401,925
U.S. Treasury Bill
RECURRING FAIR VALUE MEASUREMENTS
Investments held in Trust Account	279,379,571	276,079,635
Cash
RECURRING FAIR VALUE MEASUREMENTS
Investments held in Trust Account	$ 4,858	$ 52

INCOME TAX - Schedule of Net De

INCOME TAX - Schedule of Net Deferred Tax Asset (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforward		$ 25,360
Startup Costs	$ 1,231,442	364,454
Unrealized gain/loss - Trust	(588,900)
Total deferred tax assets	642,542	389,814
Valuation allowance	(1,231,441)	$ (389,814)
Deferred tax assets, net of allowance	$ (588,899)

INCOME TAX - Schedule of Income

INCOME TAX - Schedule of Income Tax Provision (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Federal
Current	$ 230,537
Deferred	(119,370)	$ (389,814)
State
Current	63,893
Deferred	(133,358)
Change in valuation allowance	841,627	$ 389,814
Income tax provision	883,329
Provision for income taxes	$ 883,329

INCOME TAX - Deferred Tax (Deta

INCOME TAX - Deferred Tax (Details) - USD ($)	12 Months Ended
INCOME TAX - Deferred Tax (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Change in the valuation allowance	$ 841,627	$ 389,814
U.S Federal and State
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 0	$ 120,763

INCOME TAX - Federal Income Tax

INCOME TAX - Federal Income Tax Rate (Details)	12 Months Ended		13 Months Ended
INCOME TAX - Federal Income Tax Rate (Details)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2021
INCOME TAX
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	5.50%	0%
State tax credit	(0.10%)	0%
Deferred tax liability change in rate	(0.90%)	0%
Acquisition facilitative expenses	0.50%	0%
Penalties and interest	0%	0%
Offering costs	0%	1.70%
Change in fair value of warrant liability	(16.40%)	(27.40%)
Reduction in deferred underwriting fee	(9.20%)	0%
Valuation allowance	7.70%	4.70%
Income tax provision	8.10%	0%	0%

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Feb. 10, 2023	Jan. 23, 2023	Nov. 16, 2022	Jan. 11, 2023	Dec. 31, 2022	Dec. 31, 2021
SUBSEQUENT EVENTS
Reduction in deferred underwriting fee payable, Waiver			$ 3,767,400
Class A Common stock
SUBSEQUENT EVENTS
Common stock, par value (in dollars per share)					$ 0.0001	$ 0.0001
Subsequent event
SUBSEQUENT EVENTS
Reduction in deferred underwriting fee payable, Waiver		$ 4,636,800
Subsequent event \| Class A Common stock
SUBSEQUENT EVENTS
Number of shares issued	25,597,728
Common stock, par value (in dollars per share)	$ 0.0001
Redemption price	$ 10.11
Aggregate redemption amount	$ 258,793,030.08
Aggregate redemption shares	2,002,272
Redemption payments	$ 20,259,152.12
Subsequent event \| AEON
SUBSEQUENT EVENTS
Agreed amount with certain investors				$ 20,000,000