Learn CW Investment (INV) 10-Q22 May 232023 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 22, 2023
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity File Number	001-40885
Entity Registrant Name	LEARN CW INVESTMENT CORP
Entity Central Index Key	0001847577
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1583469
Entity Address, Address Line One	11755 Wilshire Blvd.
Entity Address, Address Line Two	Suite 2320
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
City Area Code	424
Local Phone Number	324-2990
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
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	LCW.U
Security Exchange Name	NYSE
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Ordinary Shares included as part of the units
Trading Symbol	LCW
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		23,000,000
Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	LCW.WS
Security Exchange Name	NYSE
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 606,414	$ 748,857
Prepaid Expenses	468,234	581,408
Total Current Assets	1,074,648	1,330,265
Assets Held in Trust	238,039,199	235,578,275
Total Assets	239,113,847	236,908,540
Current Liabilities:
Accounts payable and accrued expenses	1,139,204	1,041,776
Total Current Liabilities	1,139,204	1,041,776
Deferred Underwriter's Fee Payable	9,780,500	9,780,500
Convertible Note - Related Party	1,050,000	1,050,000
Warrant Liability	372,920	1,118,760
Total Liabilities	12,342,624	12,991,036
COMMITMENTS AND CONTINGENCIES (Note 6)
Class A ordinary shares; 23,000,000 shares at redemption value	238,039,199	235,578,275
SHAREHOLDERS' DEFICIT
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding	0	0
Additional paid in capital	0	0
Accumulated deficit	(11,268,551)	(11,661,346)
Total Shareholder's Deficit	(11,267,976)	(11,660,771)
Total Liabilities and Shareholder's Deficit	239,113,847	236,908,540
Class A Ordinary Shares [Member]
Current Liabilities:
Class A ordinary shares; 23,000,000 shares at redemption value	238,039,199	235,578,275
SHAREHOLDERS' DEFICIT
Ordinary shares - $0.0001 par value	0	0
Class B Ordinary Shares [Member]
SHAREHOLDERS' DEFICIT
Ordinary shares - $0.0001 par value	$ 575	$ 575

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
LIABILITIES AND SHAREHOLDERS' DEFICIT
Ordinary Shares subject to possible redemption (in shares)	23,000,000	23,000,000
SHAREHOLDERS' DEFICIT
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized (in shares)	1,000,000	1,000,000
Preference shares, shares outstanding (in shares)	0	0
Class A Ordinary Shares [Member]
LIABILITIES AND SHAREHOLDERS' DEFICIT
Ordinary Shares subject to possible redemption (in shares)	23,000,000	23,000,000
SHAREHOLDERS' DEFICIT
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	200,000,000	200,000,000
Ordinary shares, shares issued (in shares)	0	0
Ordinary shares, shares outstanding (in shares)	0	0
Class B Ordinary Shares [Member]
SHAREHOLDERS' DEFICIT
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	20,000,000	20,000,000
Ordinary shares, shares issued (in shares)	5,750,000	5,750,000
Ordinary shares, shares outstanding (in shares)	5,750,000	5,750,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Loss from Operations
Formation costs and other operating expenses	$ 353,045	$ 571,424
Loss from Operations	(353,045)	(571,424)
Other income:
Interest income	2,460,924	3,444
Change in fair value of warrant liability	745,840	3,757,784
Net Income	$ 2,853,719	$ 3,189,804
Class A Ordinary Shares [Member]
Other income:
Basic weighted average shares outstanding (in shares)	23,000,000	23,000,000
Diluted weighted average shares outstanding (in shares)	23,000,000	23,000,000
Basic net income per share (in dollars per share)	$ 0.1	$ 0.11
Diluted net income per share (in dollars per share)	$ 0.1	$ 0.11
Class B Ordinary Shares [Member]
Other income:
Basic weighted average shares outstanding (in shares)	5,750,000	5,750,000
Diluted weighted average shares outstanding (in shares)	5,750,000	5,750,000
Basic net income per share (in dollars per share)	$ 0.1	$ 0.11
Diluted net income per share (in dollars per share)	$ 0.1	$ 0.11

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Ordinary Shares [Member] Class B Ordinary Shares [Member]	Additional Paid in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2021	$ 575	$ 0	$ (18,274,560)	$ (18,273,985)
Beginning balance (in shares) at Dec. 31, 2021	5,750,000
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Net income	$ 0	0	3,189,804	3,189,804
Ending balance at Mar. 31, 2022	$ 575	0	(15,084,756)	(15,084,181)
Ending balance (in shares) at Mar. 31, 2022	5,750,000
Beginning balance at Dec. 31, 2022	$ 575	0	(11,661,346)	(11,660,771)
Beginning balance (in shares) at Dec. 31, 2022	5,750,000
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Accretion of Class A shares to redemption value	$ 0	0	(2,460,924)	(2,460,924)
Net income	0	0	2,853,719	2,853,719
Ending balance at Mar. 31, 2023	$ 575	$ 0	$ (11,268,551)	$ (11,267,976)
Ending balance (in shares) at Mar. 31, 2023	5,750,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended
CONDENSED STATEMENT OF CASH FLOWS - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities:
Net income	$ 2,853,719	$ 3,189,804
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(2,460,924)	(3,444)
Change in fair value of warrant liabilities	(745,840)	(3,757,784)
Changes in operating assets and liabilities:
Prepaid expenses	113,174	197,090
Accounts payable and accrued expenses	97,428	142,035
Net cash used in operating activities	(142,443)	(232,299)
Net Change in Cash	(142,443)	(232,299)
Cash - Beginning of the period	748,857	237,363
Cash - End of the period	606,414	5,064
Non-cash investing and financing activities:
Accretion of Class A ordinary shares subject to possible redemption	$ 2,460,924	$ 0

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
Description of Organization and Business Operations	Mar. 31, 2023
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 – Description of Organization and Business Operations Learn CW Investment Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on February 2, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is 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 March 31, 2023, the Company had not yet commenced any operations. All activity through March 31, 2023 relates to the Company’s formation, and the initial public offering (the “Initial Public Offering”) and identifying a target 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 Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on October 7, 2021. On October 13, 2021 the Company consummated the Initial Public offering of 23,000,000 units (the “Units”), which included 3,000,000 units issued pursuant to the exercise by the underwriter of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”), and one-half Substantially concurrently with the closing of the IPO, the Company completed the private sale of 7,146,000 warrants (the “Private Placement Warrants”) to the Company’s sponsor, CWAM LC Sponsor LLC (the “Sponsor”), at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,146,000. Following the closing of the Initial Public Offering on October 13, 2021, an amount of $232,300,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. Transaction costs of the Initial Public Offering amounted to $13,157,186, consisting of $2,446,000 of underwriting fee, $9,780,500 of deferred underwriting fee and $930,686 of other offering costs, with $781,595 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.10 per Unit sold in the Proposed Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in 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 in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, other than Softbank, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until 18 months from the closing of the Initial Public Offering to consummate a Business Combination, with an automatic six months extension if we have signed a definitive agreement with respect to a Business Combination within such 18-month period. However, if we anticipate that we may not be able to consummate a Business Combination within 18 months, we may extend the period of time to consummate a Business Combination up to six times, each by an additional one month (for a total of up to 24 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for us to consummate a Business Combination, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $115,000 ($0.005 per share) on or prior to the date of the applicable deadline, for each one month extension (up to an aggregate of $690,000, or $0.03 per share, if we extend for the full six months). Any such payments would be made in exchange for additional private placement warrants to be issued by us to our sponsor or its affiliates or designees, as applicable, at a price of $1.00 per warrant. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.10). In order to protect the amounts held in the Trust Account, the sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.10 per public share and (2) 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 public share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties 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 financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Management is currently evaluating 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity, Capital Resources and Going Concern As of March 31, 2023 and December 31, 2022, the Company had cash of $606,414 and $748,857 held outside of the Trust Account, respectively. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs have been satisfied through a payment of certain offering costs of $25,000 from the Sponsor (see Note 5) for the Founder Shares, and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). During 2021 and prior to the Initial Public Offering, the Company drew $300,000 on the Note, which it paid in October 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied from the proceeds from the Initial Public Offering and Private Placement not held in the Trust Account. The Company’s Sponsor has undertaken to fund working capital deficiencies of the Company and finance transaction costs in connection with an initial Business Combination of the Company by means of Company working capital loans, as defined below (see Note 5). On May 5, 2022, the Company drew down and received cash proceeds of $1,050,000 from the Sponsor under the Working Capital Loan arrangement. During the period ended March 31, 2023, the Company has sustained negative cash flows from operations and expects to continue to incur negative cash flows from operations for at least the next twelve months from the filing of this report. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 13, 2023 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the 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 for the next twelve months from the issuance of this filing. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 13, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by June 13, 2023. The Company’s evaluation of its working capital, along with, the liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these condensed financial statements are issued. These condensed financial statements do not include any adjustment relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for condensed interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Form 10-K as filed with the SEC on April 18, 2023. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $606,414 and $748,857 of cash as of March 31, 2023 and December 31, 2022, respectively, and had no cash equivalents. Assets Held in Trust Account At March 31, 2023 and December 31, 2022, all of the assets held in the Trust Account were invested in U.S. based money market accounts. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Shares Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of ordinary share (including shares of ordinary share 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, shares are classified as shareholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of March 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption, December 31, 2021 232,300,000 Accretion of carrying value to redemption value 3,278,275 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 235,578,275 Accretion of carrying value to redemption value 2,460,924 Class A ordinary shares subject to possible redemption, March 31, 2023 $ 238,039,199 Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheet date that were directly related to 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 Initial Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on December 31, 2021 offering costs totaling $13,157,186 (consisting of $2,446,000 of underwriting fee, $9,780,500 of deferred underwriting fee and $930,686 of other offering costs) were recognized with $781,595 included in the statements of operations as an allocation for the Public Warrants and the Private Placement Warrants. No offering costs were incurred for the three months ended March 31, 2023. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation model (see Note 10). Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income is shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary share is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the Warrants issued in connection with the IPO, as well Warrants potentially issuable upon conversion of the Note since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. A reconciliation of net income per ordinary share is as follows: For the three months ended March 31, 2023 For the three months ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 2,282,974 $ 570,744 $ 2,551,843 $ 637,961 Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.11 $ 0.11 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company will account for the conversion features in Convertible notes under ASC Topic 815. However, if a conversion feature meets the criteria of the scope exception, then it will not be bifurcated. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470—20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-convened method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
Initial Public Offering	Mar. 31, 2023
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 – Initial Public Offering Pursuant to the Initial Public Offering on October 13, 2021, the Company sold 23,000,000 Units, including 3,000,000 Units as a result of the underwriter’s exercise of their over-allotment option in full, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A ordinary shares, and one-half

Private Placement

Private Placement	3 Months Ended
Private Placement	Mar. 31, 2023
Private Placement [Abstract]
Private Placement	Note 4 – Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,146,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,146,000, in a private placement. Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period.

Related Party Transactions

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 – Related Party Transactions Founder Shares On February 2, 2021, in consideration for the payment of certain of the Company’s offering costs, the Company applied $25,000 of outstanding advances from the Sponsor towards the issuance of 7,187,000 shares of the Company’s Class B ordinary shares. On August 20, 2021 and September 9, 2021, the Sponsor effected a surrender of 1,287,000 Class B ordinary shares and 150,000 Class B ordinary shares, respectively, to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the share surrender. The initial shareholders agreed to forfeit up to 750,000 Founder Shares to the extent the over-allotment was not exercised in full by the underwriter. In May 2021, our sponsor transferred 30,000 founder shares to each of our independent directors at the same price originally paid for such shares. On October 13, 2021, the underwriter exercised the full over-allotment option. The sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note – Related Party On February 18, 2021, the sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Offering pursuant to a promissory note (the “Note”). On March 25, 2021, the Company borrowed $300,000 on the Note to cover expenses related to the Proposed Offering. On September 7, 2021, the sponsor and the Company agreed to amend and restate the Note (the “Amended and Restated Note”) to extend the maturity date. The Amended and Restated Note was non-interest bearing and was paid in full on October 26, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the sponsor, an affiliate of the sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. O n May 3, 2022, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate amount of $1,050,000 which the Company drew down in full on May 5, 2022. This note is non-interest bearing and is due on the earlier of the day by which the Company must complete a Business Combination, and the effective date of a Business Combination. The outstanding balance under this loan amounted to $1,050,000 as of March 31, 2023 and December 31, 2022.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6 – Commitments and Contingencies Registration and Shareholders Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed simultaneously with the offering (October 13, 2021), requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $7,780,500 in the aggregate, and a discretionary deferred fee of $2,000,000. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Softbank and Sponsor Investors Investment A fund managed by SB Management Limited, a 100% directly owned subsidiary of SoftBank Group Corp., and certain members of our sponsor, in the aggregate, have purchased $100.0 million of units (or 10,000,000 units) and $7.7 million of units (or 770,000 units), respectively, in the Initial Public Offering, and we agreed to direct the underwriter to sell Softbank and the sponsor investors such number of units, which number of units in the aggregate equals approximately 37.5% of the total number of Class A ordinary shares and Class B ordinary shares issued and outstanding. Such number of units, together with Class B ordinary shares held by our initial shareholders, equals approximately 57.5% of the total number of Class A ordinary shares and Class B ordinary shares issued and outstanding. The underwriter is entitled to an underwriting discount of $0.35 per unit for every unit purchased by Softbank, the payment of which has been deferred and will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination. The underwriter did not receive any underwritten discount for any unit purchased by the sponsor investors. Softbank and the sponsor investors entered into a letter agreement with us pursuant to which they would agree (a) to vote all of their public shares purchased during or after the Initial Public Offering in favor of our initial Business Combination on terms substantially identical to those agreed to by the initial shareholders with respect to the initial Shareholders’ voting arrangement and (b) not transfer, assign or sell any of their units and the underlying securities for a period of 60 days from the date of the Initial Public Offering. As Softbank has purchased such units in this offering, if they vote them in favor of our initial Business Combination, it is possible that no votes from other public shareholders would be required to approve our initial Business Combination, depending on the number of shares that are present at the meeting to approve such transaction.

Warrant Liabilities

Warrant Liabilities	3 Months Ended
Warrant Liabilities	Mar. 31, 2023
Warrant Liabilities [Abstract]
Warrant Liabilities	Note 7 – Warrant Liabilities The Company accounted for the 18,646,000 warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that, because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The warrants are also subject to re-evaluation of the proper classification and accounting treatment at each reporting period. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. The Company offered warrants in connection with its sale of Units. Each whole warrant that is part of the Units sold in the Offering is exercisable to purchase one share of the Company’s Class A ordinary shares, subject to adjustment as provided in the Company’s Offering prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. If, upon separation of the Units, a holder of warrants would be entitled to receive a fractional warrant, the Company will round down to the nearest whole number of warrants to be issued to such holder. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder and • if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Proposed Offering, except that the Private Placement Warrants will and the ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. At March 31, 2023, there were 11,500,000 public warrants and 7,146,000 private placement warrants outstanding with a fair value of $230,000 and $142,920, respectively. At December 31, 2022, there were 11,500,000 public warrants and 7,146,000 private placement warrants outstanding with a fair value of $690,000 and $428,760, respectively. The Company accounts for the 11,500,000 warrants issued in connection with the Initial Public Offering and the 7,146,000 private placement warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a derivative liability. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A ordinary share in the Business Combination is payable in the form of ordinary equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary share consists exclusively of cash, the amount of such cash per ordinary share, and (ii) in all other cases, the volume weighted average price of the ordinary share as reported during the ten The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	3 Months Ended
Class A Ordinary Shares Subject to Possible Redemption	Mar. 31, 2023
Class A Ordinary Shares Subject to Possible Redemption [Abstract
Class A Ordinary Shares Subject to Possible Redemption	Note 8 – Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022,

Shareholders' Deficit

Shareholders' Deficit	3 Months Ended
Shareholders' Deficit	Mar. 31, 2023
Shareholders' Deficit [Abstract]
Shareholders' Deficit	Note 9 - Shareholders’ Deficit Preference Shares At March 31, 2023 and December 31, 2022, Class A Ordinary Shares At March 31, 2023 and December 31, 2022, Class B Ordinary Shares At March 31, 2023 and December 31, 2022, The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Proposed Offering plus all Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The Company may issue additional ordinary shares or preference shares to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Fair Value Measurement

Fair Value Measurement	3 Months Ended
Fair Value Measurement	Mar. 31, 2023
Fair Value Measurement [Abstract]
Fair Value Measurement	Note 10 – Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023, Level 1 Level 2 Level 3 Total Assets: Assets Held in Trust $ 238,039,199 $ - $ - $ 238,039,199 Liabilities: Warrant Liabilities: Public Warrants $ 230,000 $ - $ - $ 230,000 Private Placement Warrants - - 142,920 142,920 Total Warrant Liabilities $ 230,000 $ - $ 142,920 $ 372,920 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level 1 Level 2 Level 3 Total Assets: Assets Held in Trust $ 235,578,275 $ - $ - $ 235,578,275 Liabilities: Warrant Liabilities: Public Warrants $ 690,000 $ - $ - $ 690,000 Private Placement Warrants - - 428,760 428,760 Total Warrant Liabilities $ 690,000 $ - $ 428,760 $ 1,118,760 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statements of Operations. Initial Measurement The Company established the initial fair value for the Public Warrants and the Private Placement Warrants on October 13, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary share and one-fifth The key inputs into the Monte Carlo simulation model for the Private Placement W arrants were as follows on March 31, 2023 and December 31, 2022: Input March 31, 2023 December 31, 2022 Share Price $ 10.27 $ 10.10 Exercise Price $ 11.50 $ 11.50 Risk-free rate of interest 3.52 % 3.91 % Volatility 2.0 % 4.5 % Term 5.54 5.29 Probability Weighted Fair Value of Warrants $ 0.02 $ 0.06 The Warrants were valued using a Monte Carlo Simulation Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility as of the IPO date, which was derived from observable warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Warrants Fair value as of December 31, 2022 $ 428,760 Change in fair value(1) (285,840 ) Fair value as of March 31, 2023 $ 142,920 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. Conversion Option Liability The liability for the conversion option was valued using a Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Black Scholes model’s primary unobservable input utilized in determining the fair value of the conversion option is the expected volatility of the ordinary shares. During the three months ended March 31, 2023 and 2022, there were no changes in the fair value of the conversion option liability. As of March 31, 2023 and December 31, 2022, the fair value of the conversion feature was di minimis.

Subsequent Events

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 11 – Subsequent Events Management of the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed 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 financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for condensed interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Form 10-K as filed with the SEC on April 18, 2023. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	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 $606,414 and $748,857 of cash as of March 31, 2023 and December 31, 2022, respectively, and had no cash equivalents.
Assets Held in Trust Account	Assets Held in Trust Account At March 31, 2023 and December 31, 2022, all of the assets held in the Trust Account were invested in U.S. based money market accounts.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Shares Subject to Possible Redemption	Shares Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of ordinary share (including shares of ordinary share 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, shares are classified as shareholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of March 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption, December 31, 2021 232,300,000 Accretion of carrying value to redemption value 3,278,275 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 235,578,275 Accretion of carrying value to redemption value 2,460,924 Class A ordinary shares subject to possible redemption, March 31, 2023 $ 238,039,199
Offering Costs	Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheet date that were directly related to 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 Initial Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on December 31, 2021 offering costs totaling $13,157,186 (consisting of $2,446,000 of underwriting fee, $9,780,500 of deferred underwriting fee and $930,686 of other offering costs) were recognized with $781,595 included in the statements of operations as an allocation for the Public Warrants and the Private Placement Warrants. No offering costs were incurred for the three months ended March 31, 2023.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation model (see Note 10).
Net Income Per Ordinary Share	Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income is shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary share is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the Warrants issued in connection with the IPO, as well Warrants potentially issuable upon conversion of the Note since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. A reconciliation of net income per ordinary share is as follows: For the three months ended March 31, 2023 For the three months ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 2,282,974 $ 570,744 $ 2,551,843 $ 637,961 Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.11 $ 0.11
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company will account for the conversion features in Convertible notes under ASC Topic 815. However, if a conversion feature meets the criteria of the scope exception, then it will not be bifurcated.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470—20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-convened method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
Summary of Significant Accounting Policies (Tables)	Mar. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Shares Subject to Possible Redemption	As of March 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption, December 31, 2021 232,300,000 Accretion of carrying value to redemption value 3,278,275 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 235,578,275 Accretion of carrying value to redemption value 2,460,924 Class A ordinary shares subject to possible redemption, March 31, 2023 $ 238,039,199
Reconciliation of Net Income Per Ordinary Share	A reconciliation of net income per ordinary share is as follows: For the three months ended March 31, 2023 For the three months ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 2,282,974 $ 570,744 $ 2,551,843 $ 637,961 Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.11 $ 0.11

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	3 Months Ended
Fair Value Measurement (Tables)	Mar. 31, 2023
Fair Value Measurement [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023, Level 1 Level 2 Level 3 Total Assets: Assets Held in Trust $ 238,039,199 $ - $ - $ 238,039,199 Liabilities: Warrant Liabilities: Public Warrants $ 230,000 $ - $ - $ 230,000 Private Placement Warrants - - 142,920 142,920 Total Warrant Liabilities $ 230,000 $ - $ 142,920 $ 372,920 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level 1 Level 2 Level 3 Total Assets: Assets Held in Trust $ 235,578,275 $ - $ - $ 235,578,275 Liabilities: Warrant Liabilities: Public Warrants $ 690,000 $ - $ - $ 690,000 Private Placement Warrants - - 428,760 428,760 Total Warrant Liabilities $ 690,000 $ - $ 428,760 $ 1,118,760
Level 3 Fair Value Measurement Inputs of Private Placement Warrants	The key inputs into the Monte Carlo simulation model for the Private Placement W arrants were as follows on March 31, 2023 and December 31, 2022: Input March 31, 2023 December 31, 2022 Share Price $ 10.27 $ 10.10 Exercise Price $ 11.50 $ 11.50 Risk-free rate of interest 3.52 % 3.91 % Volatility 2.0 % 4.5 % Term 5.54 5.29 Probability Weighted Fair Value of Warrants $ 0.02 $ 0.06
Changes in Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Warrants Fair value as of December 31, 2022 $ 428,760 Change in fair value(1) (285,840 ) Fair value as of March 31, 2023 $ 142,920 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations.

Description of Organization a_2

Description of Organization and Business Operations, Summary (Details)		3 Months Ended	11 Months Ended
	Oct. 13, 2021 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) Extension Business $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 $ / shares
Description of Organization and Business Operations [Abstract]
Deferred underwriting fee \| $		$ 7,780,500
Net tangible asset threshold for Business Combination \| $		$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent		15%
Period of automatic extension with definitive agreement		6 months
Period of time for an extension to consummate Business Combination		1 month
Period or advance notice required to make deposit into Trust Account		10 days
Amount to be deposited into Trust Account prior to deadline \| $		$ 115,000
Cash deposited in Trust Account per share (in dollars per share) \| $ / shares		$ 0.005
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period		10 days
Percentage of Public Shares for a portion of funds held in Trust Account		100%
Unit price, Initial Public Offering and Private Placement (in dollars per unit) \| $ / shares		$ 10.1
Minimum [Member]
Description of Organization and Business Operations [Abstract]
Number of operating businesses included in Initial Business Combination \| Business		1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination		80%
Post-transaction ownership percentage of the target business		50%
Maximum [Member]
Description of Organization and Business Operations [Abstract]
Period to complete Business Combination from closing of Initial Public Offering		24 months
Number of times to extend period to consummate Business Combination \| Extension		6
Amount to be deposited into Trust Account prior to deadline \| $		$ 690,000
Cash deposited in Trust Account per share (in dollars per share) \| $ / shares		$ 0.03
Interest from Trust Account that can be held to pay dissolution expenses \| $		$ 100,000
Unit price, Initial Public Offering and Private Placement (in dollars per unit) \| $ / shares		$ 10.1
Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Exercise price of warrant (in dollars per share) \| $ / shares		0.02		$ 0.06
Share price (in dollars per share) \| $ / shares		1
Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Abstract]
Ordinary shares, par value (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001
Initial Public Offering [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) \| shares	23,000,000
Share price (in dollars per share) \| $ / shares	$ 10
Gross proceeds from initial public offering \| $	$ 230,000,000
Warrants issued (in shares) \| shares		18,646,000
Offering costs \| $	13,157,186	$ 0	$ 13,157,186
Underwriting fee \| $	2,446,000		2,446,000
Deferred underwriting fee \| $	9,780,500		9,780,500
Other offering costs \| $	930,686		930,686
Allocation of offering costs included in statement of operations \| $	$ 781,595		$ 781,595
Initial Public Offering [Member] \| Public Warrant [Member]
Description of Organization and Business Operations [Abstract]
Number of securities called by each Unit (in shares) \| shares	0.5
Exercise price of warrant (in dollars per share) \| $ / shares	$ 11.5
Initial Public Offering [Member] \| Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Abstract]
Number of securities called by each Unit (in shares) \| shares	1
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001
Number of shares issued upon exercise of warrant (in shares) \| shares	1
Over-Allotment Option [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) \| shares	3,000,000
Share price (in dollars per share) \| $ / shares	$ 10
Private Placement [Member]
Description of Organization and Business Operations [Abstract]
Cash deposited in Trust Account \| $	$ 232,300,000
Cash deposited in Trust Account per Unit (in dollars per share) \| $ / shares	$ 10.1
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period	100%
Period to complete Business Combination from closing of Initial Public Offering		18 months
Private Placement [Member] \| Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Share price (in dollars per share) \| $ / shares	$ 1
Warrants issued (in shares) \| shares	7,146,000
Gross proceeds from private placement \| $	$ 7,146,000

Description of Organization a_3

Description of Organization and Business Operations, Liquidity, Capital Resources and Going Concern (Details) - USD ($)			3 Months Ended
	May 05, 2022	Mar. 25, 2021	Mar. 31, 2023	Dec. 31, 2022	May 03, 2022	Feb. 18, 2021
Liquidity and Capital Resources [Abstract]
Cash			$ 606,414	$ 748,857
Promissory Note [Member]
Liquidity and Capital Resources [Abstract]
Unsecured loan						$ 300,000
Sponsor [Member] \| Founder Shares [Member]
Liquidity and Capital Resources [Abstract]
Proceeds from issuance of ordinary share			$ 25,000
Sponsor [Member] \| Promissory Note [Member]
Liquidity and Capital Resources [Abstract]
Unsecured loan					$ 1,050,000
Amount drawn	$ 1,050,000	$ 300,000
Sponsor [Member] \| Working Capital Loans [Member]
Liquidity and Capital Resources [Abstract]
Amount drawn	$ 1,050,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash	$ 606,414	$ 748,857
Cash equivalents	$ 0	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies, Income Taxes (Details)	Mar. 31, 2023 USD ($)
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0
Accrued interest and penalties	$ 0

Summary of Significant Accoun_6

Summary of Significant Accounting Policies, Shares Subject to Possible Redemption (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Shares Subject to Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption, beginning balance	$ 235,578,275
Class A ordinary shares subject to possible redemption, ending balance	238,039,199	$ 235,578,275
Class A Ordinary Shares [Member]
Shares Subject to Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption, beginning balance	235,578,275	232,300,000
Accretion of carrying value to redemption value	2,460,924	3,278,275
Class A ordinary shares subject to possible redemption, ending balance	$ 238,039,199	$ 235,578,275

Summary of Significant Accoun_7

Summary of Significant Accounting Policies, Offering Costs (Details) - USD ($)		11 Months Ended
	Oct. 13, 2021	Dec. 31, 2021	Mar. 31, 2023
Offering Costs [Abstract]
Deferred underwriting fee			$ 7,780,500
Initial Public Offering [Member]
Offering Costs [Abstract]
Offering costs	$ 13,157,186	$ 13,157,186	$ 0
Underwriting fee	2,446,000	2,446,000
Deferred underwriting fee	9,780,500	9,780,500
Other offering costs	930,686	930,686
Allocation of offering costs included in statement of operations	$ 781,595	$ 781,595

Summary of Significant Accoun_8

Summary of Significant Accounting Policies, Net Income Per Ordinary Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A Ordinary Shares [Member]
Numerator: [Abstract]
Allocation of net income, as adjusted	$ 2,282,974	$ 2,551,843
Denominator: [Abstract]
Weighted average stock outstanding, basic (in shares)	23,000,000	23,000,000
Weighted average stock outstanding, diluted (in shares)	23,000,000	23,000,000
Basic net income (loss) per ordinary share (in dollars per share)	$ 0.1	$ 0.11
Diluted net income (loss) per ordinary share (in dollars per share)	$ 0.1	$ 0.11
Class B Ordinary Shares [Member]
Numerator: [Abstract]
Allocation of net income, as adjusted	$ 570,744	$ 637,961
Denominator: [Abstract]
Weighted average stock outstanding, basic (in shares)	5,750,000	5,750,000
Weighted average stock outstanding, diluted (in shares)	5,750,000	5,750,000
Basic net income (loss) per ordinary share (in dollars per share)	$ 0.1	$ 0.11
Diluted net income (loss) per ordinary share (in dollars per share)	$ 0.1	$ 0.11

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Oct. 13, 2021	Mar. 31, 2023
Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities called by each Unit (in shares)		0.2
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	23,000,000
Share price (in dollars per share)	$ 10
Initial Public Offering [Member] \| Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities called by each Unit (in shares)	0.50
Exercise price of warrant (in dollars per share)	$ 11.5
Initial Public Offering [Member] \| Class A Ordinary Shares [Member]
Initial Public Offering [Abstract]
Number of securities called by each Unit (in shares)	1
Number of shares issued upon exercise of warrant (in shares)	1
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	3,000,000
Share price (in dollars per share)	$ 10

Private Placement (Details)

Private Placement (Details) - Private Placement Warrants [Member] - USD ($)	Oct. 13, 2021	Mar. 31, 2023
Private Placement Warrants [Abstract]
Share price (in dollars per share)		$ 1
Private Placement [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	7,146,000
Share price (in dollars per share)	$ 1
Gross proceeds from private placement	$ 7,146,000

Related Party Transactions, Fou

Related Party Transactions, Founder Shares (Details) - USD ($)				1 Months Ended	3 Months Ended
	Sep. 09, 2021	Aug. 20, 2021	Feb. 02, 2021	May 30, 2021	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2021	Feb. 01, 2021
Class A Ordinary Shares [Member]
Founder Shares [Abstract]
Ordinary share, shares outstanding (in shares)					0	0
Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Ordinary share, shares outstanding (in shares)					5,750,000	5,750,000
Class B Ordinary Shares [Member] \| Over-Allotment Option [Member] \| Maximum [Member]
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)							750,000
Founder Shares [Member] \| Class A Ordinary Shares [Member] \| Minimum [Member]
Founder Shares [Abstract]
Period after initial Business Combination					150 days
Sponsor [Member] \| Founder Shares [Member]
Founder Shares [Abstract]
Proceeds from issuance of ordinary share					$ 25,000
Sponsor [Member] \| Founder Shares [Member] \| Class A Ordinary Shares [Member]
Founder Shares [Abstract]
Threshold trading days					20 days
Threshold consecutive trading days					30 days
Sponsor [Member] \| Founder Shares [Member] \| Class A Ordinary Shares [Member] \| Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)					$ 12
Sponsor [Member] \| Founder Shares [Member] \| Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Proceeds from issuance of ordinary share			$ 25,000
Shares issued (in shares)			7,187,000
Number of shares surrender for no consideration (in shares)	150,000	1,287,000
Shares surrendered, consideration	$ 0	$ 0
Ordinary share, shares outstanding (in shares)	5,750,000							7,187,000
Holding period for transfer, assignment or sale of Founder Shares					1 year
Directors [Member] \| Founder Shares [Member] \| Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Proceeds from issuance of ordinary share				$ 30,000

Related Party Transactions, Pro

Related Party Transactions, Promissory Note (Details) - Promissory Note [Member] - USD ($)	May 05, 2022	Mar. 25, 2021	May 03, 2022	Feb. 18, 2021
Related Party Transactions [Abstract]
Unsecured loan				$ 300,000
Sponsor [Member]
Related Party Transactions [Abstract]
Unsecured loan			$ 1,050,000
Proceeds from promissory note payable	$ 1,050,000	$ 300,000
Sponsor [Member] \| Maximum [Member]
Related Party Transactions [Abstract]
Unsecured loan				$ 300,000

Related Party Transactions, Rel

Related Party Transactions, Related Party Loans (Details) - USD ($)			3 Months Ended
	May 05, 2022	Mar. 25, 2021	Mar. 31, 2023	Dec. 31, 2022	May 03, 2022	Feb. 18, 2021
Related Party Loans [Abstract]
Outstanding loan amount			$ 1,050,000	$ 1,050,000
Promissory Note [Member]
Related Party Loans [Abstract]
Maximum borrowing capacity						$ 300,000
Sponsor [Member] \| Working Capital Loans [Member]
Related Party Loans [Abstract]
Proceeds from convertible promissory note - related party	$ 1,050,000
Sponsor [Member] \| Promissory Note [Member]
Related Party Loans [Abstract]
Maximum borrowing capacity					$ 1,050,000
Proceeds from convertible promissory note - related party	$ 1,050,000	$ 300,000
Outstanding loan amount			1,050,000	$ 1,050,000
Sponsor [Member] \| Promissory Note [Member] \| Maximum [Member]
Related Party Loans [Abstract]
Maximum borrowing capacity						$ 300,000
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] \| Working Capital Loans [Member]
Related Party Loans [Abstract]
Maximum amount of convertible loans			$ 1,500,000
Conversion price (in dollars per share)			$ 1

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2023 USD ($) Demand $ / shares shares
Underwriting Agreement [Abstract]
Deferred underwriting fee per unit (in dollars per share) \| $ / shares	$ 0.35
Deferred underwriting fees	$ 7,780,500
Discretionary deferred fee	$ 2,000,000
Softbank and Sponsor Investors Investment [Abstract]
Percentage of ordinary shares issued and outstanding	37.50%
Percentage of ordinary shares issued and outstanding including initial shareholders	57.50%
SB Management Limited [Member]
Softbank and Sponsor Investors Investment [Abstract]
Value of units issued	$ 100,000,000
Units issued (in shares) \| shares	10,000,000
Underwriting discount (in dollars per share) \| $ / shares	$ 0.35
Period for sale of underlying securities	60 days
SB Management Limited [Member] \| SoftBank Group Corp [Member]
Softbank and Sponsor Investors Investment [Abstract]
Ownership percentage	100%
Sponsor [Member]
Softbank and Sponsor Investors Investment [Abstract]
Value of units issued	$ 7,700,000
Units issued (in shares) \| shares	770,000
Maximum [Member]
Registration And Shareholder Rights [Abstract]
Number of demands eligible security holder can make \| Demand	3

Warrant Liabilities (Details)

Warrant Liabilities (Details) - USD ($)	3 Months Ended
Warrant Liabilities (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Oct. 13, 2021
Warrants [Abstract]
Period to exercise warrants after business combination	30 days
Trading period for reported volume weighted average price	10 days
Maximum [Member]
Warrants [Abstract]
Alternate Issuance provision, percentage of consideration receivable	70%
Public Warrants [Member]
Warrants [Abstract]
Number of days to file registration statement	15 days
Period for registration statement to become effective	60 days
Private Placement Warrants [Member]
Warrants [Abstract]
Exercise price of warrant (in dollars per share)	$ 0.02	$ 0.06
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per unit)	$ 0.01
Number of Trading Days	20 days
Threshold trading days	30 days
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price	180%
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] \| Maximum [Member]
Warrants [Abstract]
Notice period to redeem warrants	30 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per unit)	$ 0.1
Number of Trading Days	20 days
Threshold trading days	30 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] \| Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] \| Maximum [Member]
Warrants [Abstract]
Notice period to redeem warrants	30 days
Initial Public Offering [Member]
Warrants [Abstract]
Warrants issued (in shares)	18,646,000
Initial Public Offering [Member] \| Public Warrants [Member]
Warrants [Abstract]
Exercise price of warrant (in dollars per share)			$ 11.5
Warrants outstanding (in shares)	11,500,000	11,500,000
Warrants outstanding	$ 230,000	$ 690,000
Initial Public Offering [Member] \| Private Placement Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	7,146,000	7,146,000
Warrants outstanding	$ 142,920	$ 428,760
Additional Issue of Common Stock or Equity-Linked Securities [Member]
Warrants [Abstract]
Limitation period to transfer, assign or sell warrants	30 days
Percentage of aggregate gross proceeds of issuance available for funding of business combination	60%
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price	115%
Additional Issue of Common Stock or Equity-Linked Securities [Member] \| Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.2
Exercise price of warrant (in dollars per share)	$ 20
Additional Issue of Common Stock or Equity-Linked Securities [Member] \| Redemption of Warrants When Price Equals or Exceeds $10.00 [Member]
Warrants [Abstract]
Number of Trading Days	20 days

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 Vote $ / shares shares
Ordinary Shares Subject to Possible Redemption [Abstract]
Ordinary Shares subject to possible redemption (in shares)	23,000,000	23,000,000
Class A Ordinary Shares [Member]
Ordinary Shares Subject to Possible Redemption [Abstract]
Ordinary shares, shares authorized (in shares)	200,000,000	200,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Number of votes per share \| Vote	1	1
Ordinary Shares subject to possible redemption (in shares)	23,000,000	23,000,000

Shareholders' Deficit (Details)

Shareholders' Deficit (Details)	3 Months Ended	12 Months Ended
Shareholders' Deficit (Details)	Mar. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 Vote $ / shares shares
Shareholders' Deficit [Abstract]
Preference shares, shares authorized (in shares)	1,000,000	1,000,000
Preference shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preference shares, shares issued (in shares)	0	0
Preference shares, shares outstanding (in shares)	0	0
Ordinary Shares subject to possible redemption (in shares)	23,000,000	23,000,000
Stock conversion basis of Class B to Class A Ordinary shares at time of initial Business Combination	1
As-converted percentage for Class A ordinary shares after conversion of Class B shares	20%
Class A Ordinary Shares [Member]
Shareholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)	200,000,000	200,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Number of votes per share \| Vote	1	1
Ordinary shares, shares issued (in shares)	0	0
Ordinary shares, shares outstanding (in shares)	0	0
Ordinary Shares subject to possible redemption (in shares)	23,000,000	23,000,000
Class B Ordinary Shares [Member]
Shareholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)	20,000,000	20,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Number of votes per share \| Vote	1	1
Ordinary shares, shares issued (in shares)	5,750,000	5,750,000
Ordinary shares, shares outstanding (in shares)	5,750,000	5,750,000

Fair Value Measurement, Assets

Fair Value Measurement, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Liabilities [Abstract]
Warrant Liabilities	$ 372,920	$ 1,118,760
Recurring [Member]
Assets [Abstract]
Assets Held in Trust	238,039,199	235,578,275
Liabilities [Abstract]
Warrant Liabilities	372,920	1,118,760
Recurring [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrant Liabilities	230,000	690,000
Recurring [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant Liabilities	142,920	428,760
Recurring [Member] \| Level 1 [Member]
Assets [Abstract]
Assets Held in Trust	238,039,199	235,578,275
Liabilities [Abstract]
Warrant Liabilities	230,000	690,000
Recurring [Member] \| Level 1 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrant Liabilities	230,000	690,000
Recurring [Member] \| Level 1 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant Liabilities	0	0
Recurring [Member] \| Level 2 [Member]
Assets [Abstract]
Assets Held in Trust	0	0
Liabilities [Abstract]
Warrant Liabilities	0	0
Recurring [Member] \| Level 2 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrant Liabilities	0	0
Recurring [Member] \| Level 2 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant Liabilities	0	0
Recurring [Member] \| Level 3 [Member]
Assets [Abstract]
Assets Held in Trust	0	0
Liabilities [Abstract]
Warrant Liabilities	142,920	428,760
Recurring [Member] \| Level 3 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrant Liabilities	0	0
Recurring [Member] \| Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant Liabilities	$ 142,920	$ 428,760

Fair Value Measurement, Level 3

Fair Value Measurement, Level 3 Fair Value Measurement Inputs of Private Placement Warrants (Details)	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares	Oct. 13, 2021 $ / shares shares
IPO [Member] \| Class A Ordinary Shares [Member]
Measurement Input [Abstract]
Number of securities called by each Unit (in shares) \| shares			1
Public Warrants [Member]
Measurement Input [Abstract]
Number of securities called by each Unit (in shares) \| shares	0.2
Public Warrants [Member] \| IPO [Member]
Measurement Input [Abstract]
Number of securities called by each Unit (in shares) \| shares			0.50
Key inputs into the Monte Carlo simulation model [Abstract]
Probability Weighted Fair Value of Warrants (in dollars per share) \| $ / shares			$ 11.5
Private Placement Warrants [Member]
Key inputs into the Monte Carlo simulation model [Abstract]
Term	5 years 6 months 14 days	5 years 3 months 14 days
Probability Weighted Fair Value of Warrants (in dollars per share) \| $ / shares	$ 0.02	$ 0.06
Private Placement Warrants [Member] \| Share Price [Member]
Key inputs into the Monte Carlo simulation model [Abstract]
Measurement input	10.27	10.1
Private Placement Warrants [Member] \| Exercise Price [Member]
Key inputs into the Monte Carlo simulation model [Abstract]
Measurement input \| $ / shares	11.5	11.5
Private Placement Warrants [Member] \| Risk-free Rate of Interest [Member]
Key inputs into the Monte Carlo simulation model [Abstract]
Measurement input	0.0352	0.0391
Private Placement Warrants [Member] \| Volatility [Member]
Key inputs into the Monte Carlo simulation model [Abstract]
Measurement input	0.02	0.045

Fair Value Measurement, Changes

Fair Value Measurement, Changes in Fair Value of Warrant Liabilities (Details) - Private Warrants [Member]	3 Months Ended
	Mar. 31, 2023 USD ($)
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	$ 428,760
Change in fair value	(285,840)	[1]
Fair value, end of period	$ 142,920

[1]Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations.