Apeiron Capital Investment (APNC) S-411 May 23Registration of securities issued in business combination transactionsFinancial data

Company Profile

Document and Entity Information

Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2022
Document and Entity Information
Document Type	S-4
Entity Registrant Name	Apeiron Capital Investment Corp.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001849011
Amendment Flag	false

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Cash	$ 1,094,384	$ 751,572
Prepaid expenses	177,083	234,215
Total Current Assets	1,271,467	985,787
Prepaid expenses		177,083
Cash and marketable securities held in Trust Account	16,182,549	175,952,082
TOTAL ASSETS	17,454,016	177,114,952
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities - Accrued expenses	830,785	191,193
Income taxes payable	588,493
Mandatorily redeemable common stock liability	716,610
Total Current Liabilities	2,135,888	191,193
Warrant liabilities	2,523,750	8,580,750
Deferred underwriting fee payable	9,075,000	9,075,000
Total liabilities	13,734,638	17,846,943
COMMITMENTS AND CONTINGENCIES
Class A common stock subject to possible redemption; $0.0001 par value; 100,000,000 shares authorized; at December 31, 2022 and 2021, 1,502,203 and 17,250,000 shares at $10.24 and $10.20 per share redemption value, respectively	15,381,820	175,950,000
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(11,662,873)	(16,682,422)
Total Stockholders' Deficit	(11,662,442)	(16,681,991)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT	17,454,016	177,114,952
Class A common stock subject to possible redemption
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT
Class A common stock subject to possible redemption; $0.0001 par value; 100,000,000 shares authorized; at December 31, 2022 and 2021, 1,502,203 and 17,250,000 shares at $10.24 and $10.20 per share redemption value, respectively	15,381,820	175,950,000
Class B common stock
STOCKHOLDERS' DEFICIT
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding	$ 431	$ 431

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock subject to possible redemption
Temporary equity, par value (per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	100,000,000	100,000,000
Temporary equity shares issued	1,502,203	17,250,000
Temporary equity, shares outstanding	1,502,203	17,250,000
Temporary equity, redemption value (per share)	$ 10.24	$ 10.20
Class B common stock
Common stock, par value (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Operating and formation costs	$ 1,203,615	$ 234,315
Loss from operations	(1,203,615)	(234,315)
Other income (expense):
Interest earned on marketable securities held in Trust Account	2,318,006	2,082
Change in fair value of warrant liabilities	6,057,000	1,087,250
Transaction costs associated with the Initial Public Offering		(368,544)
Other income, net	8,375,006	720,788
Income before provision for income taxes	7,171,391	486,473
Provision for income taxes	(588,493)
Net income	$ 6,582,898	$ 486,473
Class A common stock
Other income (expense):
Weighted average shares outstanding, basic	16,730,842	2,569,149
Weighted average shares outstanding, diluted	16,730,842	2,569,149
Basic net income per common stock	$ 0.31	$ 0.08
Diluted net income per common stock	$ 0.31	$ 0.07
Class B common stock
Other income (expense):
Weighted average shares outstanding, basic	4,312,500	3,833,777
Weighted average shares outstanding, diluted	4,312,500	4,312,500
Basic net income per common stock	$ 0.31	$ 0.08
Diluted net income per common stock	$ 0.31	$ 0.07

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock Common Stock	Class B common stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Dec. 31, 2020	0	0
Increase (Decrease) in Stockholders' Equity
Issuance of Class B common stock to Initial Stockholders		$ 431	24,569		25,000
Issuance of Class B common stock to Initial Stockholders (in shares)		4,312,500
Proceeds received in excess of fair value of 8,200,000 Private Placement Warrants, net of offering costs			3,362,000		3,362,000
Accretion of Class A common stock to redemption amount			$ (3,386,569)	(17,168,895)	(20,555,464)
Net income				486,473	486,473
Balance at the end at Dec. 31, 2021		$ 431		(16,682,422)	(16,681,991)
Balance at the end (in shares) at Dec. 31, 2021		4,312,500
Increase (Decrease) in Stockholders' Equity
Accretion of Class A common stock to redemption amount				(1,563,349)	(1,563,349)
Net income				6,582,898	6,582,898
Balance at the end at Dec. 31, 2022		$ 431		$ (11,662,873)	$ (11,662,442)
Balance at the end (in shares) at Dec. 31, 2022		4,312,500

STATEMENT OF CHANGES IN STOCK_2

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical)	Nov. 12, 2021 shares
Private Placement \| Private Placement Warrants
Sale of private placement warrants (in shares)	8,200,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS - USD ($)	12 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 6,582,898	$ 486,473
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(2,318,006)	(2,082)
Change in fair value of warrant liabilities	(6,057,000)	(1,087,250)
Transaction costs associated with the Initial Public Offering		368,544
Changes in operating assets and liabilities:
Prepaid expenses	234,215	(411,298)
Accrued expenses	639,592	191,193
Income taxes payable	588,493
Net cash used in operating activities	(329,808)	(454,420)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(175,950,000)
Cash withdrawn from Trust Account to pay franchise and income taxes	672,620
Cash withdrawn from Trust Account in connection with redemption	161,414,919
Net cash provided by (used in) investing activities	162,087,539	(175,950,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		169,500,000
Proceeds from sale of Private Placement Warrants		8,200,000
Proceeds from promissory note - related party		226,638
Repayment of promissory note - related party		(226,638)
Payment of offering costs		(569,008)
Redemption of common stock	(161,414,919)
Net cash (used in) provided by financing activities	(161,414,919)	177,155,992
Net Change in Cash	342,812	751,572
Cash - Beginning of period	751,572
Cash - End of period	1,094,384	751,572
Non-Cash investing and financing activities:
Accretion to redemption value	$ 1,563,349	20,555,464
Deferred underwriting fee payable		$ 9,075,000

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY	12 Months Ended
	Dec. 31, 2022
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY Apeiron Capital Investment Corp. (the “Company”) is a blank check company incorporated in Delaware on December 28, 2020. 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 not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity through December 31, 2022, relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on November 8, 2021. On November 12, 2021, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,200,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Apeiron Capital Sponsor, LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), generating gross proceeds of $8,200,000, which is described in Note 4. Transaction costs amounted to $12,644,008, consisting of $3,000,000 of underwriting fees, $9,075,000 of deferred underwriting fees and $569,008 of other offering costs. Following the closing of the Initial Public Offering on November 12, 2021, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning 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 of 1940, as amended (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 stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held 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 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. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder 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 stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 15 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company originally had 15 months from the closing of the Initial Public Offering, or until February 12, 2023 to complete a Business Combination. On December 21, 2022, the Company held a special meeting in lieu of the 2022 annual meeting of stockholders. At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the company must consummate its initial business combination from February 12, 2023 to August 14, 2023 (the “Combination Period”). In connection with the meeting, stockholders holding 15,747,797 shares of Class A common stock of the Company exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. Following redemptions, the Company has 1,502,203 Public Shares outstanding. This resulted in $162,131,530 being paid from the Trust Account, with $716,610 of the redemptions being paid in 2023. If the Company is unable to complete 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 liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, 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 underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in 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 $10.20 per Public Share. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share or (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 $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, 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 (except 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. Liquidity and Going Concern As of December 31, 2022, the Company had $1,094,384 in its operating bank accounts, $16,182,549 in cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and a working capital deficit of $63,692, which excludes franchise and income taxes payable as such amounts can be paid from the interest earned in the Trust Account. As of December 31, 2022, approximately $1,647,468 of the amount held in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. During the year ended December 31, 2022, the Company had withdrawn $672,620 from the Trust Account to pay franchise and income taxes and $161,414,919 for redemption payments. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments 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. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard’s Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 14, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a 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 liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 14, 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury Department”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury Department. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in cash. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (4,830,000) Class A common stock issuance costs (12,275,464) Plus: Accretion of carrying value to redemption value 20,555,464 Class A common stock subject to redemption, December 31, 2021 175,950,000 Less: Redemptions (161,414,919) Mandatorily redeemable common stock liability (716,610) Plus: Accretion of carrying value to redemption value 1,563,349 Class A common stock subject to redemption, December 31, 2022 $ 15,381,820 Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes.” ASC Topic 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC Topic 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC Topic 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were The Company has identified the United States as its only major tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net income per share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,825,000 shares of Class A common stock in the aggregate. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Period from January 1, 2021 (commencement of For the Year Ended operations) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic net income per common stock Numerator: Allocation of net income, as adjusted $ 5,233,837 $ 1,349,061 $ 195,195 $ 291,278 Denominator: Basic weighted average shares outstanding 16,730,842 4,312,500 2,569,149 3,833,777 Basic net income per common stock $ 0.31 $ 0.31 $ 0.08 $ 0.08 Diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 5,233,837 $ 1,349,061 $ 181,617 $ 304,856 Denominator: Diluted weighted average shares outstanding 16,730,842 4,312,500 2,569,149 4,312,500 Diluted net income per common stock $ 0.31 $ 0.31 $ 0.07 $ 0.07 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and 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. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses. Offering costs amounted to $12,644,008, of which $12,275,464 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $368,544 were charged to operations. 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 sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 10.) Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warrant Liabilities The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC Topic 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjust the instruments to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor, the representative of the underwriters purchased an aggregate of 8,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,200,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 5, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On August 4, 2021, the Sponsor returned to the Company, at no cost, an aggregate of 1,437,500 Founder Shares which were cancelled, resulting in an aggregate of 4,312,500 Founder Shares outstanding and held by the Sponsor. The Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full. Since the underwriters exercised their over-allotment option in full, no founder shares remain subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on November 8, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021, the Company incurred $120,000 and $20,000 in fees for these services, which is included in the accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On February 5, 2021, the Sponsor issued an unsecured promissory note to the Company (as amended, the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was payable on the earlier of March 31, 2022, or the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $226,638 was repaid at the closing of the Initial Public Offering on November 12, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. At December 31, 2022 and 2021, there are no Working Capital Loans outstanding.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on November 8, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form registration 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 completion 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 registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of (i) $0.50 per Unit of the initial 15,000,000 Units sold in the Initial Public Offering, or $7,500,000 in the aggregate, and (ii) $0.70 per Unit sold pursuant to the over-allotment option, or up to an aggregate of $1,575,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	12 Months Ended
STOCKHOLDERS' DEFICIT	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — Class A Common Stock — Class B Common Stock — Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering, plus all shares of our Class A common stock 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).

WARRANTS

WARRANTS	12 Months Ended
WARRANTS	Dec. 31, 2022
WARRANTS
WARRANTS	NOTE 8. WARRANTS At December 31, 2022 and 2021, there were 8,625,000 Public Warrants issued and outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock 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 common stock 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 warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of 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. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock 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. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock 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. 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 shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its 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 a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. At December 31, 2022 and 2021, there were 8,200,000 Private Placement Warrants issued and outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock 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.

FAIR VALUE

FAIR VALUE	12 Months Ended
FAIR VALUE	Dec. 31, 2022
FAIR VALUE.
FAIR VALUE	NOTE 10. FAIR VALUE 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 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account 1 $ 16,182,549 $ 175,952,082 Liabilities: Warrant liability – Public Warrants 1 $ 1,293,750 $ — Warrant liability – Public Warrants 3 — $ 4,398,750 Warrant liability – Private Placement Warrants 3 $ 1,230,000 $ 4,182,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations. The Company utilized a Monte Carlo simulation model to value the Public Warrants and the Private Placement Warrants at each balance sheet date, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities are determined using Level 3 inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The following table provides the significant inputs to the Monte-Carlo method for the fair value of the Public Warrants and Private Placement Warrants: Public and Private Warrants Private Warrants December 31, December 31, 2021 2022 Stock price $ 9.83 $ 10.26 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 5.86 5.62 Volatility 8.7 % 5.90 % Risk-free rate 1.33 % 3.90 % The following table provides quantitative information regarding the Level 3 fair value measurements: Public Warrant Private Warrant Total Warrant Liabilities Liabilities Liabilities Fair value as of January 1, 2021 — — $ — Initial measurement on November 12, 2021 4,830,000 4,838,000 9,668,000 Change in fair value (431,250) (656,000) (1,087,250) Fair value as of December 31, 2021 4,398,750 4,182,000 8,580,750 Transfer to Level 1 (4,398,750) — (4,398,750) Change in fair value — (2,952,000) (2,952,000) Fair value as of December 31, 2022 $ — $ 1,230,000 $ 1,230,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2022 was $4,398,750, when the Public Warrants were separately listed and traded. For the period from January 1, 2021 through December 31, 2021, there were no transfers from Level 3.

INCOME TAX

INCOME TAX	12 Months Ended
INCOME TAX	Dec. 31, 2022
INCOME TAX
INCOME TAX	NOTE 9. INCOME TAX The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets (liability) Net operating loss carryforward $ — $ 6,360 Startup/Organization Expenses 346,878 42,409 Total deferred tax assets (liability) 346,878 48,769 Valuation Allowance (346,878) (48,769) Deferred tax assets (liability) $ — $ — The income tax provision for the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021 consists of the following: December 31, 2022 2021 Federal Current $ 452,356 $ Deferred (217,865) (48,769) State Current $ 136,137 $ — Deferred (80,244) — Change in valuation allowance 298,109 48,769 Income tax provision $ 588,493 $ — As of December 31, 2022 and 2021, the Company had $0 and $30,284 of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets (liability), management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021, the change in the valuation allowance was $298,109 and $48,769, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 6.3 % 0.0 % Prior year true up (0.2) % 0.0 % Transaction costs associated with the Initial Public Offering 0.0 % 15.9 % Change in fair value of warrant liabilities (23.1) % (46.9) % Meals and entertainment 0.0 % 0.0 % Valuation allowance 4.2 % 10.0 % Income tax provision 8.2 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and Massachusetts. The Company’s tax returns for the year ended December 31, 2021 remain open and subject to examination.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 31, 2023, we received a written notice from the staff of the NYSE stating that we were not in compliance with Section 802.01B of the NYSE Listed Company Manual, which requires a listed company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in cash. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (4,830,000) Class A common stock issuance costs (12,275,464) Plus: Accretion of carrying value to redemption value 20,555,464 Class A common stock subject to redemption, December 31, 2021 175,950,000 Less: Redemptions (161,414,919) Mandatorily redeemable common stock liability (716,610) Plus: Accretion of carrying value to redemption value 1,563,349 Class A common stock subject to redemption, December 31, 2022 $ 15,381,820
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes.” ASC Topic 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC Topic 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC Topic 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were The Company has identified the United States as its only major tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net income per share of Common Stock	Net income per share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,825,000 shares of Class A common stock in the aggregate. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Period from January 1, 2021 (commencement of For the Year Ended operations) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic net income per common stock Numerator: Allocation of net income, as adjusted $ 5,233,837 $ 1,349,061 $ 195,195 $ 291,278 Denominator: Basic weighted average shares outstanding 16,730,842 4,312,500 2,569,149 3,833,777 Basic net income per common stock $ 0.31 $ 0.31 $ 0.08 $ 0.08 Diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 5,233,837 $ 1,349,061 $ 181,617 $ 304,856 Denominator: Diluted weighted average shares outstanding 16,730,842 4,312,500 2,569,149 4,312,500 Diluted net income per common stock $ 0.31 $ 0.31 $ 0.07 $ 0.07
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts.
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”. Derivative instruments are initially recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and 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.
Offering Costs	Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses. Offering costs amounted to $12,644,008, of which $12,275,464 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $368,544 were charged to operations.
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 sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 10.)
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Warrant Liabilities	Warrant Liabilities The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC Topic 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjust the instruments to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of Class A common stock reflected in the balance sheet	At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (4,830,000) Class A common stock issuance costs (12,275,464) Plus: Accretion of carrying value to redemption value 20,555,464 Class A common stock subject to redemption, December 31, 2021 175,950,000 Less: Redemptions (161,414,919) Mandatorily redeemable common stock liability (716,610) Plus: Accretion of carrying value to redemption value 1,563,349 Class A common stock subject to redemption, December 31, 2022 $ 15,381,820
Summary of basic and diluted net income (loss) per common stock	The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Period from January 1, 2021 (commencement of For the Year Ended operations) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic net income per common stock Numerator: Allocation of net income, as adjusted $ 5,233,837 $ 1,349,061 $ 195,195 $ 291,278 Denominator: Basic weighted average shares outstanding 16,730,842 4,312,500 2,569,149 3,833,777 Basic net income per common stock $ 0.31 $ 0.31 $ 0.08 $ 0.08 Diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 5,233,837 $ 1,349,061 $ 181,617 $ 304,856 Denominator: Diluted weighted average shares outstanding 16,730,842 4,312,500 2,569,149 4,312,500 Diluted net income per common stock $ 0.31 $ 0.31 $ 0.07 $ 0.07

FAIR VALUE (Tables)

FAIR VALUE (Tables)	12 Months Ended
FAIR VALUE (Tables)	Dec. 31, 2022
FAIR VALUE.
Schedule of company's assets that are measured at fair value on a recurring basis	December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account 1 $ 16,182,549 $ 175,952,082 Liabilities: Warrant liability – Public Warrants 1 $ 1,293,750 $ — Warrant liability – Public Warrants 3 — $ 4,398,750 Warrant liability – Private Placement Warrants 3 $ 1,230,000 $ 4,182,000
Schedule of significant inputs to the Monte-Carlo method for the fair value of Warrants	The following table provides the significant inputs to the Monte-Carlo method for the fair value of the Public Warrants and Private Placement Warrants: Public and Private Warrants Private Warrants December 31, December 31, 2021 2022 Stock price $ 9.83 $ 10.26 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 5.86 5.62 Volatility 8.7 % 5.90 % Risk-free rate 1.33 % 3.90 %
Schedule of quantitative information regarding Level 3 fair value measurements inputs	The following table provides quantitative information regarding the Level 3 fair value measurements: Public Warrant Private Warrant Total Warrant Liabilities Liabilities Liabilities Fair value as of January 1, 2021 — — $ — Initial measurement on November 12, 2021 4,830,000 4,838,000 9,668,000 Change in fair value (431,250) (656,000) (1,087,250) Fair value as of December 31, 2021 4,398,750 4,182,000 8,580,750 Transfer to Level 1 (4,398,750) — (4,398,750) Change in fair value — (2,952,000) (2,952,000) Fair value as of December 31, 2022 $ — $ 1,230,000 $ 1,230,000

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
INCOME TAX (Tables)	Dec. 31, 2022
INCOME TAX
Summary of significant components of the Company's deferred tax assets	The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets (liability) Net operating loss carryforward $ — $ 6,360 Startup/Organization Expenses 346,878 42,409 Total deferred tax assets (liability) 346,878 48,769 Valuation Allowance (346,878) (48,769) Deferred tax assets (liability) $ — $ —
Schedule of income tax provision	The income tax provision for the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021 consists of the following: December 31, 2022 2021 Federal Current $ 452,356 $ Deferred (217,865) (48,769) State Current $ 136,137 $ — Deferred (80,244) — Change in valuation allowance 298,109 48,769 Income tax provision $ 588,493 $ —
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 6.3 % 0.0 % Prior year true up (0.2) % 0.0 % Transaction costs associated with the Initial Public Offering 0.0 % 15.9 % Change in fair value of warrant liabilities (23.1) % (46.9) % Meals and entertainment 0.0 % 0.0 % Valuation allowance 4.2 % 10.0 % Income tax provision 8.2 % 0.0 %

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY (Details)		12 Months Ended
	Nov. 12, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) item shares	Dec. 31, 2021 USD ($)
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Condition for future business combination number of businesses minimum \| item		1
Gross proceeds			$ 169,500,000
Transaction costs	$ 12,644,008
Underwriting fees	3,000,000
Deferred underwriting fee payable	9,075,000	$ 9,075,000	9,075,000
Other offering costs	569,008
Investment of cash into trust account	$ 175,950,000		$ 175,950,000
Proceeds from sale of equity and warrants per unit placed in trust account (in dollar per unit) \| $ / shares	$ 10.20
Condition for future business combination use of proceeds percentage		0.80
Condition for future business combination threshold percentage ownership		0.50
Condition for future business combination threshold net tangible assets		$ 5,000,001
Redemption limit percentage without prior consent		0.15
Obligation to redeem Public Shares if entity does not complete a business combination (as a percent)		100%
Months to complete business combination		15 months
Paid in trust account		$ 162,131,530
Redemptions amount paid		$ 716,610
Threshold trading days for redeem the public shares		10 days
Maximum allowed dissolution expenses		$ 100,000
Operating bank accounts		1,094,384
Securities held in trust account		16,182,549
Working capital		63,692
Interest income held in trust account		1,647,468
Cash withdrawn from Trust Account to pay franchise and income taxes		672,620
Cash withdrawn from Trust Account in connection with redemption		$ 161,414,919
Public Warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Number of shares outstanding \| shares		1,502,203
Class A common stock
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Number of shares right to redeem in trust account \| shares		15,747,797
Initial Public Offering
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Number of units sold \| shares	17,250,000
Gross proceeds	$ 172,500,000
Private Placement \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Sale of private placement warrants (in shares) \| shares	8,200,000
Price of warrant \| $ / shares	$ 1
Proceeds from sale of private placement warrants	$ 8,200,000
Over-allotment option
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Number of units sold \| shares	2,250,000
Purchase price, per unit \| $ / shares	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 0	$ 0
Unrecognized tax benefits	$ 0	$ 0
Effective income tax rate	21%	21%
Effective Income Tax Rate Reconciliation, Percent	8.20%	0%
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
Anti-dilutive securities attributable to warrants (in shares)	0	0
Offering costs	$ 12,644,008
Offering costs charged to stockholders' deficit	12,275,464
Offering costs allocated to operations	$ 368,544
Class A common stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Purchase of aggregate shares	16,825,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A common stock reflected in the balance sheet (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds		$ 172,500,000
Proceeds allocated to Public Warrants		(4,830,000)
Class A common stock issuance costs		(12,275,464)
Redemptions	$ (161,414,919)
Accretion of carrying value to redemption value	1,563,349	20,555,464
Mandatorily redeemable common stock liability	(716,610)
Class A common stock subject to redemption	15,381,820	175,950,000
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A common stock subject to redemption	$ 15,381,820	$ 175,950,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net income per share of common share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A common stock
Numerator:
Allocation of net income, as adjusted	$ 5,233,837	$ 195,195
Denominator:
Basic weighted average shares outstanding	16,730,842	2,569,149
Basic net income per common stock	$ 0.31	$ 0.08
Numerator:
Allocation of net income, as adjusted	$ 5,233,837	$ 181,617
Denominator:
Diluted weighted average shares outstanding	16,730,842	2,569,149
Diluted net income per common stock	$ 0.31	$ 0.07
Class B common stock
Numerator:
Allocation of net income, as adjusted	$ 1,349,061	$ 291,278
Denominator:
Basic weighted average shares outstanding	4,312,500	3,833,777
Basic net income per common stock	$ 0.31	$ 0.08
Numerator:
Allocation of net income, as adjusted	$ 1,349,061	$ 304,856
Denominator:
Diluted weighted average shares outstanding	4,312,500	4,312,500
Diluted net income per common stock	$ 0.31	$ 0.07

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Nov. 12, 2021 $ / shares shares
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold	17,250,000
Initial Public Offering \| Public Warrants
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Number of warrants in a unit	0.50
Number of shares issuable per warrant	1
Exercise price of warrants \| $ / shares	$ 11.50
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	2,250,000
Purchase price, per unit \| $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement - Private Placement Warrants	Nov. 12, 2021 USD ($) $ / shares shares
PRIVATE PLACEMENT
Number of warrants to purchase shares \| shares	8,200,000
Price of warrants \| $ / shares	$ 1
Aggregate purchase price \| $	$ 8,200,000
Number of shares per warrant \| shares	1
Exercise price of warrant \| $ / shares	$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)		12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Feb. 05, 2021 USD ($) shares	Dec. 31, 2022 D $ / shares	Dec. 31, 2021 USD ($)	Aug. 04, 2021 shares
Related Party Transactions
Aggregate purchase price \| $			$ 25,000
Founder Shares \| Sponsor \| Class B common stock
Related Party Transactions
Number of shares issued	5,750,000
Aggregate purchase price \| $	$ 25,000
Founder shares cancelled				1,437,500
Aggregate number of shares owned				4,312,500
Shares subject to forfeiture				562,500
Shares remain subject to forfeiture				0
Restrictions on transfer period of time after business combination completion		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		180 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)			1 Months Ended	12 Months Ended
	Nov. 12, 2021	Nov. 08, 2021	Dec. 31, 2022	Dec. 31, 2021	Feb. 05, 2021
Related Party Transactions
Repayment of promissory note - related party				$ 226,638
Administrative Services Agreement
Related Party Transactions
Expenses per month		$ 10,000
Expenses incurred and paid			$ 120,000	20,000
Promissory Note with Related Party
Related Party Transactions
Maximum borrowing capacity of related party promissory note					$ 300,000
Repayment of promissory note - related party	$ 226,638
Related Party Loans \| Working Capital Loans
Related Party Transactions
Loan conversion agreement warrant			$ 1,500,000	$ 1,500,000
Price of warrant			$ 1	$ 1
Working capital loans outstanding			$ 0	$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2022 USD ($) item $ / shares shares
Commitments and Contingencies
Maximum number of demands for registration of securities \| item	3
Initial Public Offering
Commitments and Contingencies
Units issued during the period excluding over allotment options \| shares	15,000,000
Deferred fee per unit \| $ / shares	$ 0.50
Aggregate deferred underwriting fee payable \| $	$ 7,500,000
Over-allotment option
Commitments and Contingencies
Deferred fee per unit \| $ / shares	$ 0.70
Aggregate deferred underwriting fee payable \| $	$ 1,575,000

STOCKHOLDERS' DEFICIT - Preferr

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

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	12 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class A common stock
Class of Stock
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share \| Vote	1
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class A common stock subject to possible redemption
Class of Stock
Temporary equity, shares outstanding	1,502,203	17,250,000
Class B common stock
Class of Stock
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share \| Vote	1
Common stock, shares issued (in shares)	4,312,500	4,312,500
Common stock, shares outstanding (in shares)	4,312,500	4,312,500
Ratio to be applied to the stock in the conversion	20

WARRANTS (Details)

WARRANTS (Details)	12 Months Ended
WARRANTS (Details)	Dec. 31, 2022 D $ / shares shares	Dec. 31, 2021 shares
WARRANTS LIABILITIES
Maximum period after business combination in which to file registration statement	15 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Private Placement Warrants
WARRANTS LIABILITIES
Warrants outstanding \| shares	8,200,000	8,200,000
Public Warrants
WARRANTS LIABILITIES
Warrants outstanding \| shares	8,625,000	8,625,000
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
Share Price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Number of specified trading days determining volume weighted average trading price	20 days
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115%
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 \| Public Warrants
WARRANTS LIABILITIES
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger (in dollar per share)	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants \| D	30
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180%

FAIR VALUE - Schedule of compan

FAIR VALUE - Schedule of company's assets that are measured at fair value on a recurring basis (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash and marketable securities held in Trust Account	$ 16,182,549	$ 175,952,082
Level 1 \| Recurring
Assets:
Cash and marketable securities held in Trust Account	16,182,549	175,952,082
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant liability	1,293,750
Level 3 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant liability	$ 1,230,000	4,182,000
Level 3 \| Recurring \| Public Warrants
Liabilities:
Warrant liability		$ 4,398,750

INCOME TAX - Deferred Tax (Deta

INCOME TAX - Deferred Tax (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Net operating loss carryforward		$ 6,360
Startup/Organization Expenses	$ 346,878	42,409
Total deferred tax assets (liability)	346,878	48,769
Valuation Allowance	$ (346,878)	$ (48,769)

FAIR VALUE - Schedule of signif

FAIR VALUE - Schedule of significant inputs to the Monte-Carlo method for the fair value of Warrants (Details) - Level 3	Dec. 31, 2022 Y $ / shares	Dec. 31, 2021 $ / shares Y
Stock price
FAIR VALUE
Derivative liability, measurement input	10.26	9.83
Exercise price
FAIR VALUE
Derivative liability, measurement input	11.50	11.50
Expected term (in years)
FAIR VALUE
Derivative liability, measurement input \| Y	5.62	5.86
Volatility
FAIR VALUE
Derivative liability, measurement input	5.90	8.7
Risk-free rate
FAIR VALUE
Derivative liability, measurement input	3.90	1.33

INCOME TAX - Income tax provisi

INCOME TAX - Income tax provision (Details) - USD ($)	12 Months Ended
INCOME TAX - Income tax provision (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Federal
Current	$ 452,356
Deferred	(217,865)	$ (48,769)
State
Current	136,137
Deferred	(80,244)
Change in valuation allowance	298,109	48,769
Income tax provision	(588,493)
Operating loss carryforwards	$ 0	$ 30,284

FAIR VALUE - Schedule of quanti

FAIR VALUE - Schedule of quantitative information regarding Level 3 fair value measurements inputs (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
FAIR VALUE
Fair value	Change in fair value of warrant liabilities
Level 3
FAIR VALUE
Initial measurement on November 12, 2021		$ 9,668,000
Transfer to Level 1	$ (4,398,750)
Change in fair value	(2,952,000)	(1,087,250)
Fair value - Beginning balance	8,580,750	0
Fair value - Ending balance	1,230,000	8,580,750
Level 3 \| Private Placement Warrants
FAIR VALUE
Initial measurement on November 12, 2021		4,838,000
Transfer to Level 1		0
Change in fair value	(2,952,000)	(656,000)
Fair value - Beginning balance	4,182,000	0
Fair value - Ending balance	1,230,000	4,182,000
Level 3 \| Public Warrants
FAIR VALUE
Initial measurement on November 12, 2021		4,830,000
Transfer to Level 1	(4,398,750)
Change in fair value		(431,250)
Fair value - Beginning balance	$ 4,398,750	0
Fair value - Ending balance		$ 4,398,750

INCOME TAX - Reconciliation of

INCOME TAX - Reconciliation of the federal income tax rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Effective income tax statutory rate	21%	21%
State taxes, net of federal tax benefit	6.30%	0%
Prior year true up	(0.20%)	0%
Transaction costs associated with the Initial Public Offering	0%	15.90%
Change in fair value of warrant liabilities	(23.10%)	(46.90%)
Meals and entertainment	0%	0%
Valuation allowance	4.20%	10%
Income tax provision	8.20%	0%

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event	Jan. 31, 2023 USD ($)
SUBSEQUENT EVENTS
Consecutive trading period	30 days
Publicly shares held	$ 40,000,000