G Squared Ascend II (GSQB) 10-K14 Apr 232022 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 29, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	333-253898
Entity Registrant Name	G Squared Ascend II Inc.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1603099
Entity Address, Address Line One	205 N. Michigan Avenue, Suite 3770
Entity Address, City or Town	Chicago
Entity Address State Or Province	IL
Entity Address, Postal Zip Code	60601
City Area Code	312
Local Phone Number	552-7160
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Class of Warrant or Right, Outstanding		9,762,224
Entity Public Float			$ 141
Entity Central Index Key	0001849280
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	WithumSmith+Brown
Auditor Location	New York, New York
Auditor Firm ID	100
Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share
Trading Symbol	GSQB.U
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		1,113,252
Class A ordinary shares
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	GSQB
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		13,261,748
Redeemable Warrants, each whole warrant exercisable for one class A ordinary share at an exercise price of $11.50
Document and Entity Information
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	GSQB.W
Security Exchange Name	NYSE
Class A Ordinary Shares Issuable Upon Exercise of Redeemable Warrants
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share, issuable upon exercise of Redeemable Warrants
Trading Symbol	GSQB
Security Exchange Name	NYSE
Common Class B [Member]
Document and Entity Information
Entity Common Stock, Shares Outstanding		3,593,750

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 678,032	$ 1,299,027
Prepaid expenses	381,941	1,213,157
Total current assets	1,059,973	2,512,184
Investments held in Trust Account	147,455,089	145,213,205
Total Assets	148,515,062	147,725,389
Current liabilities:
Accounts payable	416,143	81,500
Due to related party	20,401	0
Accrued expenses		134,840
Total current liabilities	436,544	216,340
Deferred underwriting commissions	5,031,250	5,031,250
Derivative liabilities	543,814	6,140,960
Total liabilities	6,011,608	11,388,550
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 14,375,000 shares at redemption value of approximately $10.25 and $10.10 per share as of December 31, 2022 and 2021, respectively	147,355,089	145,187,500
Shareholders' Deficit:
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued or outstanding as of December 31, 2022 and 2021
Accumulated deficit	(4,851,994)	(8,851,020)
Total shareholders' deficit	(4,851,635)	(8,850,661)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	148,515,062	147,725,389
Class A ordinary shares subject to possible redemption
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 14,375,000 shares at redemption value of approximately $10.25 and $10.10 per share as of December 31, 2022 and 2021, respectively	147,355,089	145,187,500
Class B ordinary shares
Shareholders' Deficit:
Ordinary shares value	$ 359	$ 359

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preference shares, par value (per share)	$ 0.0001	$ 0.0001
Preference shares, authorized	1,000,000	1,000,000
Preference shares, issued	0	0
Preference shares, outstanding	0	0
Class A ordinary shares
Ordinary shares, par value (per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	479,000,000	479,000,000
Class A ordinary shares not subject to possible redemption
Ordinary shares, issued	0	0
Ordinary shares, outstanding	0	0
Class A ordinary shares subject to possible redemption
Temporary equity, par value (per share)	$ 0.0001	$ 0.0001
Temporary equity, redemption price per share	10.25	10.10
Class B ordinary shares
Ordinary shares, par value (per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	20,000,000	20,000,000
Ordinary shares, issued	3,593,750	3,593,750
Ordinary shares, outstanding	3,593,750	3,593,750

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	11 Months Ended	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2021	Dec. 31, 2022
General and administrative expenses	$ 714,297	$ 1,552,415
General and administrative expenses - related party	70,000	120,000
Loss from operations	(784,297)	(1,672,415)
Other income (expenses):
Offering costs associated with derivative liabilities	(324,004)
Change in fair value of forward purchase agreement	(76,415)	(60,865)
Loss on forward purchase agreement	(3,062)
Change in fair value of derivative liabilities	4,713,929	5,658,011
Income from investments held in Trust Account	25,705	2,241,884
Total other income (expenses)	4,336,153	7,839,030
Net income	$ 3,551,856	$ 6,166,615
Class A ordinary shares
Other income (expenses):
Weighted average shares outstanding, basic	8,811,920	14,375,000
Weighted average shares outstanding, diluted	8,811,920	14,375,000
Basic net income per share	$ 0.29	$ 0.34
Diluted net income per ordinary share	$ 0.29	$ 0.34
Class B ordinary shares
Other income (expenses):
Weighted average shares outstanding, basic	3,412,345	3,593,750
Weighted average shares outstanding, diluted	3,593,750	3,593,750
Basic net income per share	$ 0.29	$ 0.34
Diluted net income per ordinary share	$ 0.29	$ 0.34

STATEMENTS OF CHANGES SHAREHOLD

STATEMENTS OF CHANGES SHAREHOLDERS' DEFICIT - USD ($)	Ordinary Shares Class A ordinary shares	Ordinary Shares Class B ordinary shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Feb. 11, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 11, 2021	0	0
Increase (Decrease) in Shareholders' Deficit [Roll Forward]
Issuance of Class B ordinary shares to Sponsor		$ 359	24,641		25,000
Issuance of Class B ordinary shares to Sponsor (in shares)		3,593,750
Excess of cash received over fair value of private placement warrants			2,284,630		2,284,630
Accretion of Class A ordinary shares subject to redemption			$ (2,309,271)	(12,402,876)	(14,712,147)
Net income				3,551,856	3,551,856
Balance at the end at Dec. 31, 2021		$ 359		(8,851,020)	(8,850,661)
Balance at the end (in shares) at Dec. 31, 2021		3,593,750
Increase (Decrease) in Shareholders' Deficit [Roll Forward]
Increase in redemption value of Class A ordinary shares subject to possible redemption				(2,167,589)	(2,167,589)
Net income				6,166,615	6,166,615
Balance at the end at Dec. 31, 2022		$ 359		$ (4,851,994)	$ (4,851,635)
Balance at the end (in shares) at Dec. 31, 2022		3,593,750

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	11 Months Ended	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income	$ 3,551,856	$ 6,166,615
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid in exchange for issuance of Class B ordinary shares to Sponsor	25,000
General and administrative expenses paid by related party under promissory note	15,009
Offering costs associated with warrants	324,004
Change in fair value of derivative liabilities	(4,713,929)	(5,658,011)
Change in fair value of forward purchase agreement	76,415	60,865
Loss on forward purchase agreement	3,062
Income from investments held in Trust Account	(25,705)	(2,241,884)
Changes in operating assets and liabilities:
Prepaid expenses	(1,213,157)	831,216
Accounts payable	(11,037)	334,643
Due to related party		20,401
Accrued expenses	(177,909)	(44,840)
Net cash used in operating activities	(2,146,391)	(530,995)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(145,187,500)
Net cash used in investing activities	(145,187,500)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	25,000	0
Repayment of note payable to related party	(191,287)
Proceeds received from initial public offering, gross	143,750,000
Proceeds received from private placement	8,012,500
Offering costs paid	(2,963,295)	(90,000)
Net cash provided by financing activities	148,632,918	(90,000)
Net change in cash	1,299,027	(620,995)
Cash - beginning of the period	0	1,299,027
Cash - end of the period	1,299,027	$ 678,032
Supplemental disclosure of non-cash financing activities:
Offering costs included in accrued expenses	90,000
Offering costs paid by related party under promissory note	151,277
Deferred underwriting commissions	$ 5,031,250

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and Business Operations G Squared Ascend II Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 12, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus in the financial, technology and business services sectors. As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from February 12, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, the search for a potential Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is G Squared Ascend Management II, LLC, a Cayman Islands exempted limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on June 14, 2021. On June 17, 2021, the Company consummated its Initial Public Offering of 14,375,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise of the underwriters’ option to purchase an additional 1,875,000 Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $8.6 million, of which approximately $5.0 million and approximately $324,000 was for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,341,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $8.0 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $145.2 million ($10.10 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and is invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the “Investment Company Act,” having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be 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 (excluding the deferred underwriting commissions) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 including consideration of the forward purchase agreement discussed in Note 4, upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Amended and Restated Memorandum and Articles of Association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder 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. Additionally, each of the Public Shareholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were Public Shareholders on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 4) prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that any of the Public Shareholders, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act, will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months after the closing of the Initial Public Offering, or June 17, 2023 (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 In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses).The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) 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 funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.10 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have 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. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity and Going Concern As of December 31, 2022, the Company had approximately $0.7 million in its operating bank account and working capital of approximately $0.6 million. The Company’s liquidity needs through December 31, 2022 were satisfied through a payment of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4) and loan of approximately $191,000 under the Note (as defined in Note 4). The Company made a partial payment of approximately $146,000 and $45,000 on June 21, 2021 and July 1, 2021, respectively. As of December 31, 2022 and 2021, there were no amounts outstanding. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity will be satisfied through the net proceeds from the consummation of the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity needs, mandatory liquidation and subsequent dissolution that will be required if the Company does not complete a business combination before June 17, 2023 raises substantial doubt about the Company’s ability to continue as a going concern. Although Management expects that it will be able to raise additional capital to support its planned activities and complete a business combination on or prior to June 17, 2023, it is uncertain whether it will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 17, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management plans to complete a business combination before the mandatory liquidation date.

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information 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 Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements Actual results could differ from those estimates and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares issued are charged to shareholders’ equity upon the completion of the Initial Public Offering. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the balance sheets, except for derivative assets and liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 14,375,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ 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 the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Derivatives The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants has been estimated using Monte Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value. The fair value of the Public Warrants as of December 31, 2022 and 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of December 31, 2022 and 2021 is based upon the publicly traded value. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The forward purchase agreement between the Company and the Sponsor, providing for the Sponsor or an affiliate of the Sponsor to purchase up to 5,000,000 Class A ordinary shares and 1,666,667 redeemable warrants (the “Forward Purchase Warrants”), for an aggregate purchase price of $50,000,000, in each case, for $10.00 per one Class A ordinary share and one Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 10,133,334 Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. As a result, diluted net income per share is the same as basic net income per share for the year ended December 31, 2022 and for the period from February 12, 2021 (inception) through December 31, 2021 (see dilution related to the effect of Class B ordinary shares below). Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares: For the Period From February 12, 2021 For the Year Ended December 31, 2022 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 4,933,292 $ 1,233,323 $ 2,560,372 $ 991,484 Allocation of net income, diluted 4,933,292 1,233,323 2,522,933 $ 1,028,923 Denominator: Basic weighted average ordinary shares outstanding 14,375,000 3,593,750 8,811,920 3,412,345 Diluted weighted average ordinary shares outstanding 14,375,000 3,593,750 8,811,920 3,593,750 Basic net income per ordinary share 0.34 0.34 $ 0.29 $ 0.29 Diluted net income per ordinary share $ 0.34 $ 0.34 $ 0.29 $ 0.29 Income Taxes FASB ASC Topic 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying 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 On June 17, 2021, the Company consummated its Initial Public Offering of 14,375,000 Units, which included the full exercise of the underwriters’ option to purchase an additional 1,875,000 Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $8.6 million, of which approximately $5.0 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On February 26, 2021, the Sponsor paid an aggregate of $25,000 for certain general and administrative expenses on behalf of the Company in exchange for issuance of 3,593,750 Class B ordinary shares (the “Founder Shares”). The Sponsor agreed to forfeit up to an aggregate of 468,750 Founder Shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment on June 17, 2021; thus, these 468,750 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property, notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,341,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant with the Sponsor, generating proceeds of approximately $8.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 8 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Forward Purchase Agreement On June 14, 2021, the Sponsor entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the Company that provided for the purchase by the Sponsor or an affiliate of the Sponsor, in the aggregate, of 5,000,000 Class A ordinary shares and 1,666,667 redeemable warrants (the “Forward Purchase Warrants”), for an aggregate purchase price of $50,000,000, in each case, for $10.00 per one Class A ordinary share and one Related Party Loans On February 26, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company had borrowed approximately $191,000 under this Note through the Initial Public Offering and approximately $146,000 and $45,000 was paid on June 21, 2021 and July 1, 2021, respectively. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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 $1.5 million of such Working Capital Loans may be convertible into warrants (“Working Capital Loan Warrants”) of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement On June 14, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the liquidation, the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. For the year ended December 31, 2022 and for the period from February 12, 2021 (inception) through December 31, 2021, the Company incurred expenses of $120,000 and $70,000 under this agreement, respectively. As of December 31, 2022 and 2021, the Company had a $190,000 and $70,000 balance outstanding for services in connection with such agreement which is included in the accounts payable on the accompanying balance sheets, respectively. Due to Related Party In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. As of December 31, 2022 and 2021, the Company had a $20,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans), Forward Purchase Securities were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $2.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $5.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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.

CLASS A ORDINARY SHARES SUBJECT

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	12 Months Ended
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	Dec. 31, 2022
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	NOTE 6. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 479,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 14,375,000 shares of Class A ordinary shares outstanding, all of which were subject to possible redemption. The Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table: Gross proceeds received from Initial Public Offering $ 143,750,000 Less: Fair value of Public Warrants at issuance (5,047,542) Offering costs allocated to Class A ordinary shares (8,227,105) Plus: Accretion on Class A ordinary shares to redemption value 14,712,147 Class A ordinary shares subject to possible redemption as of December 31, 2021 145,187,500 Increase in redemption value of Class A ordinary shares subject to possible redemption 2,167,589 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 147,355,089

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	12 Months Ended
SHAREHOLDERS' DEFICIT	Dec. 31, 2022
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares outstanding Class A and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds of the issued and outstanding Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, any Forward Purchase Securities issued to the Sponsor, members of the founding team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	12 Months Ended
DERIVATIVE LIABILITIES	Dec. 31, 2022
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES	NOTE 8. DERIVATIVE LIABILITIES As of December 31, 2022 and 2021, the Company had had 4,791,667 Public Warrants and 5,341,667 Private Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants were trading. The Public Warrants will become exercisable 30 days after the completion of a Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares or Forward Purchase Securities held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price See “--Redemption of warrants for cash when the price per class A ordinary share equals or exceeds $18.00” and “--Redemption of warrants for Class A ordinary shares when the price per class A ordinary share equals or exceeds $10.00” as described below). The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon 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, (ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or such its permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00 : ● In whole and not in part, ● At a price of $0.01 per warrant ● Upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities $ 147,455,089 $ — $ — Liabilities: Derivative liabilities - Public Warrants $ — $ 191,667 $ — Derivative liabilities - Private Placement Warrants $ — $ 211,805 $ — Derivative liabilities - Forward Purchase Agreement $ — $ — $ 140,342 December 31, 2021 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities $ 145,213,205 $ — $ — Liabilities: Derivative liabilities - Public Warrants $ 2,870,614 $ — $ — Derivative liabilities - Private Placement Warrants $ — $ 3,190,870 $ — Derivative liabilities - Forward Purchase Agreement $ — $ 79,476 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in August 2021, and subsequently transferred to a Level 2 measurement during the quarter ending June 30, 2022 due to low trading volume. The Public Warrants were still held at Level 2 as of December 31, 2022, due to low trading volume. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement in August 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The Company transferred the fair value of the Forward Purchase Agreement to Level 2 from Level 3 in August 2021 and transferred back to a Level 3 in December 2022 as the Company utilized level 3 inputs in determining the fair value. There were no other Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The estimated fair value of the Public Warrants and Private Placement Warrants at issuance was measured at fair value using a Monte Carlo simulation, determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s shares that matched 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 was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated remaining at zero. As of December 31, 2022 and 2021, the fair value of the Public Warrants is based on the listed price in an active market for such warrants, and the fair value of the Private Placement Warrants is measured using significant observable market inputs. For the year ended December 31, 2022 and for the period from February 12, 2021 (inception) through December 31, 2021, the Company recognized a gain in the statements of operations resulting from a decrease in fair value of the derivative warrant liabilities of approximately $5.6 The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, 2022 Share price $ 10.15 Term (years) 0.5 Risk-free rate 4.64 % The change in the fair value of the derivative assets and liabilities, measured with Level 3 inputs, for the period from February 12, 2021 (inception) through December 31, 2022 is summarized as follows: Derivative liabilities at February 12, 2021 $ — Issuance of Public and Private Warrants 10,775,412 Loss on entry into Forward Purchase agreement 102,806 Transfer of Public Warrants to Level 1 (5,079,167) Transfer of Private Placement Warrants to Level 2 (5,662,167) Transfer of Forward Purchase Agreement to Level 2 544,167 Change in fair value of derivative liabilities (681,051) Derivative liabilities at December 31, 2021 — Transfer of Forward Purchase Agreement to Level 3 140,342 Derivative liabilities at December 31, 2022 $ 140,342

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information 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 Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements Actual results could differ from those estimates and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares issued are charged to shareholders’ equity upon the completion of the Initial Public Offering.
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 the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the balance sheets, except for derivative assets and liabilities (see Note 9).
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 14,375,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ 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 the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Derivatives	Derivatives The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants has been estimated using Monte Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value. The fair value of the Public Warrants as of December 31, 2022 and 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of December 31, 2022 and 2021 is based upon the publicly traded value. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The forward purchase agreement between the Company and the Sponsor, providing for the Sponsor or an affiliate of the Sponsor to purchase up to 5,000,000 Class A ordinary shares and 1,666,667 redeemable warrants (the “Forward Purchase Warrants”), for an aggregate purchase price of $50,000,000, in each case, for $10.00 per one Class A ordinary share and one
Net Income per Ordinary Share	Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 10,133,334 Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. As a result, diluted net income per share is the same as basic net income per share for the year ended December 31, 2022 and for the period from February 12, 2021 (inception) through December 31, 2021 (see dilution related to the effect of Class B ordinary shares below). Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares: For the Period From February 12, 2021 For the Year Ended December 31, 2022 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 4,933,292 $ 1,233,323 $ 2,560,372 $ 991,484 Allocation of net income, diluted 4,933,292 1,233,323 2,522,933 $ 1,028,923 Denominator: Basic weighted average ordinary shares outstanding 14,375,000 3,593,750 8,811,920 3,412,345 Diluted weighted average ordinary shares outstanding 14,375,000 3,593,750 8,811,920 3,593,750 Basic net income per ordinary share 0.34 0.34 $ 0.29 $ 0.29 Diluted net income per ordinary share $ 0.34 $ 0.34 $ 0.29 $ 0.29
Income Taxes	Income Taxes FASB ASC Topic 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying Company’s financial statements.

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares	For the Period From February 12, 2021 For the Year Ended December 31, 2022 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income, basic $ 4,933,292 $ 1,233,323 $ 2,560,372 $ 991,484 Allocation of net income, diluted 4,933,292 1,233,323 2,522,933 $ 1,028,923 Denominator: Basic weighted average ordinary shares outstanding 14,375,000 3,593,750 8,811,920 3,412,345 Diluted weighted average ordinary shares outstanding 14,375,000 3,593,750 8,811,920 3,593,750 Basic net income per ordinary share 0.34 0.34 $ 0.29 $ 0.29 Diluted net income per ordinary share $ 0.34 $ 0.34 $ 0.29 $ 0.29

CLASS A ORDINARY SHARES SUBJE_2

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables)	12 Months Ended
	Dec. 31, 2022
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Schedule of reconciliation of class A ordinary shares subject to possible redemption	Gross proceeds received from Initial Public Offering $ 143,750,000 Less: Fair value of Public Warrants at issuance (5,047,542) Offering costs allocated to Class A ordinary shares (8,227,105) Plus: Accretion on Class A ordinary shares to redemption value 14,712,147 Class A ordinary shares subject to possible redemption as of December 31, 2021 145,187,500 Increase in redemption value of Class A ordinary shares subject to possible redemption 2,167,589 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 147,355,089

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis	December 31, 2022 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities $ 147,455,089 $ — $ — Liabilities: Derivative liabilities - Public Warrants $ — $ 191,667 $ — Derivative liabilities - Private Placement Warrants $ — $ 211,805 $ — Derivative liabilities - Forward Purchase Agreement $ — $ — $ 140,342 December 31, 2021 Quoted Prices in Active Significant Other Significant Other Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities $ 145,213,205 $ — $ — Liabilities: Derivative liabilities - Public Warrants $ 2,870,614 $ — $ — Derivative liabilities - Private Placement Warrants $ — $ 3,190,870 $ — Derivative liabilities - Forward Purchase Agreement $ — $ 79,476 $ —
Schedule of quantitative information regarding Level 3 fair value measurements inputs	December 31, 2022 Share price $ 10.15 Term (years) 0.5 Risk-free rate 4.64 %
Summary of change in fair value of derivative liabilities measured with Level 3 inputs	Derivative liabilities at February 12, 2021 $ — Issuance of Public and Private Warrants 10,775,412 Loss on entry into Forward Purchase agreement 102,806 Transfer of Public Warrants to Level 1 (5,079,167) Transfer of Private Placement Warrants to Level 2 (5,662,167) Transfer of Forward Purchase Agreement to Level 2 544,167 Change in fair value of derivative liabilities (681,051) Derivative liabilities at December 31, 2021 — Transfer of Forward Purchase Agreement to Level 3 140,342 Derivative liabilities at December 31, 2022 $ 140,342

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)				11 Months Ended	12 Months Ended
	Jul. 01, 2021 USD ($)	Jun. 21, 2021 USD ($)	Jun. 17, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price per unit \| $ / shares					$ 10.10
Repayment of related party debt	$ 45,000			$ 191,287
Deferred underwriting commissions					$ 5,000,000
Operating bank account				1,299,027	678,032
Proceeds from note payable to related party				25,000	$ 0
Share price \| $ / shares					$ 10.10
Condition for future business combination use of proceeds percentage					80
Threshold trading days to redeem the shares					10 days
Condition for future business combination threshold percentage ownership					50
Working capital					$ 600,000
Condition for future business combination threshold net tangible assets					5,000,001
Outstanding working capital loan				0	$ 0
Redemption limit percentage without prior consent					100
Deferred underwriting commissions				5,031,250	$ 5,031,250
Redemption period upon closure					24 months
Maximum allowed dissolution expenses					$ 100,000
Aggregate purchase price				25,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares			14,375,000
Purchase price per unit \| $ / shares			$ 10		$ 10.10
Gross proceeds from issuance of initial public offering			$ 143,800,000
Offering costs incurred			8,600,000
Proceeds from note payable to related party					$ 25,000
Investment of cash into trust account					$ 145,200,000
Allocation of offering costs allocated to derivate warrant liabilities			324,000
Redemption limit percentage without prior consent					15
Obligation to redeem public shares if entity does not complete a business combination (as a percent)					100%
Deferred underwriting commissions			$ 5,000,000
Business combination period					24 months
Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares) \| shares			5,341,667
Price of warrant \| $ / shares			$ 1.50
Proceeds from issuance of warrants			$ 8,000,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares			1,875,000		1,875,000
Purchase price per unit \| $ / shares			$ 10
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Repayment of related party debt		$ 146,000
Amount outstanding				$ 0	$ 0
Outstanding working capital loan					$ 191,000

BASIS OF PRESENTATION AND SUM_4

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		11 Months Ended	12 Months Ended
	Jun. 14, 2021	Dec. 31, 2021	Dec. 31, 2022
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents		$ 0	$ 0
Aggregate purchase price		25,000
Exercise price of warrants			$ 9.20
Number of shares in a unit			1
Anti-dilutive securities attributable to warrants (in shares)			10,133,334
Unrecognized tax benefits		0	$ 0
Unrecognized tax benefits accrued for interest and penalties		$ 0	$ 0
Sponsor \| Forward purchase agreement
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of warrants in a unit			0.33
Redeemable warrants \| Sponsor \| Forward purchase agreement
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Maximum shares purchased in agreement			1,666,667
Class A ordinary shares subject to possible redemption
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A ordinary shares subject to possible redemption		14,375,000	14,375,000
Class A ordinary shares \| Forward purchase agreement
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Exercise price of warrants	$ 10
Class A ordinary shares \| Sponsor \| Forward purchase agreement
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Maximum shares purchased in agreement	5,000,000		5,000,000
Aggregate purchase price	$ 50,000,000		$ 50,000,000
Exercise price of warrants			$ 10
Class A ordinary shares \| Redeemable warrants \| Forward purchase agreement
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Maximum shares purchased in agreement	1,666,667

BASIS OF PRESENTATION AND SUM_5

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net income per share of ordinary shares (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A ordinary shares
Numerator:
Allocation of net income, basic	$ 2,560,372	$ 4,933,292
Allocation of net income, diluted	$ 2,522,933	$ 4,933,292
Denominator:
Basic weighted average ordinary shares outstanding	8,811,920	14,375,000
Diluted weighted average ordinary shares outstanding	8,811,920	14,375,000
Basic net income per ordinary share	$ 0.29	$ 0.34
Diluted net income per ordinary share	$ 0.29	$ 0.34
Class B ordinary shares
Numerator:
Allocation of net income, basic	$ 991,484	$ 1,233,323
Allocation of net income, diluted	$ 1,028,923	$ 1,233,323
Denominator:
Basic weighted average ordinary shares outstanding	3,412,345	3,593,750
Diluted weighted average ordinary shares outstanding	3,593,750	3,593,750
Basic net income per ordinary share	$ 0.29	$ 0.34
Diluted net income per ordinary share	$ 0.29	$ 0.34

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)		12 Months Ended
INITIAL PUBLIC OFFERING (Details) - USD ($)	Jun. 17, 2021	Dec. 31, 2022	Dec. 31, 2021
INITIAL PUBLIC OFFERING
Purchase price per unit		$ 10.10
Deferred underwriting commissions		$ 5,031,250	$ 5,031,250
Number of shares in a unit		1
Class A ordinary shares
INITIAL PUBLIC OFFERING
Purchase price per unit		$ 11.50
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold	14,375,000
Purchase price per unit	$ 10	$ 10.10
Gross proceeds from issuance of initial public offering	$ 143,800,000
Offering costs incurred	8,600,000
Deferred underwriting commissions	$ 5,000,000
Initial Public Offering \| Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit		0.33
Number of shares issuable per warrant		1
Initial Public Offering \| Public Warrants \| Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of shares in a unit		1
Number of shares issuable per warrant		1
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	1,875,000	1,875,000
Purchase price per unit	$ 10

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)		12 Months Ended
	Feb. 26, 2021	Dec. 31, 2022	Jun. 17, 2021
Related Party Transaction
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination	1 year
Sponsor
Related Party Transaction
Shares subject to forfeiture	468,750
Sponsor \| Class B ordinary shares
Related Party Transaction
Consideration received, shares	3,593,750
Founder shares
Related Party Transaction
Consideration received	$ 25,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20%
Number of shares no longer subject to forfeiture			468,750
Subject to forfeiture (in shares)			0
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder shares \| Class A ordinary shares
Related Party Transaction
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)					11 Months Ended	12 Months Ended
	Jul. 01, 2021	Jun. 21, 2021	Jun. 17, 2021	Jun. 14, 2021	Dec. 31, 2021	Dec. 31, 2022	Feb. 26, 2021
Related Party Transaction
Exercise price of warrants						$ 9.20
Aggregate purchase price					$ 25,000
Repayment of promissory note - related party	$ 45,000				191,287
Due to related party					0	$ 20,401
Number of shares in a unit						1
Sponsor
Related Party Transaction
Repayment of promissory note - related party		$ 146,000
Forward Purchase \| Class A ordinary shares
Related Party Transaction
Exercise price of warrants				$ 10
Forward Purchase \| Sponsor
Related Party Transaction
Number of warrants in a unit						0.33
Forward Purchase \| Sponsor \| Class A ordinary shares
Related Party Transaction
Exercise price of warrants						$ 10
Aggregate number of shares owned				5,000,000		5,000,000
Aggregate purchase price				$ 50,000,000		$ 50,000,000
Private Placement
Related Party Transaction
Sale of private placement warrants (in shares)			5,341,667
Exercise price of warrants			$ 1.50
Proceeds from issuance of warrants			$ 8,000,000
Price of warrant			$ 1.50
Period after completion of initial business combination			30 days
Private Placement \| Class A ordinary shares
Related Party Transaction
Price of warrant			$ 11.50
Redeemable warrants \| Forward Purchase \| Class A ordinary shares
Related Party Transaction
Aggregate number of shares owned				1,666,667
Redeemable warrants \| Forward Purchase \| Sponsor
Related Party Transaction
Aggregate number of shares owned						1,666,667
Administrative Services Agreement \| Sponsor
Related Party Transaction
Maximum borrowing capacity of related party promissory note					70,000	$ 190,000
Amount agreed to pay to sponsor under administrative services agreement				$ 10,000
Expenses incurred and paid					70,000	120,000
Related party loans \| Sponsor
Related Party Transaction
Maximum borrowing capacity of related party promissory note						$ 191,000	$ 300,000
Repayment of promissory note - related party	$ 45,000	$ 146,000
Related party loans \| Working capital loans warrant
Related Party Transaction
Price of warrant						$ 1.50
Loan conversion agreement warrant						$ 1,500,000
Outstanding balance of related party note					$ 0	$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Jun. 17, 2021 shares	Dec. 31, 2022 USD ($) item $ / shares shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item		3
Underwriting option period		45 days
Deferred fee per unit \| $ / shares		$ 0.35
Deferred underwriting fee payable \| $		$ 5
Initial Public Offering
COMMITMENTS AND CONTINGENCIES
Sale of units, net of underwriting discounts (in shares) \| shares	14,375,000
Underwriting cash discount per unit \| $ / shares		$ 0.20
Underwriter cash discount \| $		$ 2.9
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Sale of units, net of underwriting discounts (in shares) \| shares	1,875,000	1,875,000

CLASS A ORDINARY SHARES SUBJE_3

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details)	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Number of votes per ordinary share \| Vote	1
Class A ordinary shares
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Ordinary shares, authorized \| shares	479,000,000	479,000,000
Ordinary shares, par value (per share) \| $ / shares	$ 0.0001	$ 0.0001
Number of votes per ordinary share \| Vote	1
Class A ordinary shares subject to possible redemption
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Class A ordinary shares subject to possible redemption \| shares	14,375,000	14,375,000

CLASS A ORDINARY SHARES SUBJE_4

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION - Condensed Balance Sheets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Gross proceeds received from Initial Public Offering		$ 143,750,000
Fair value of Public Warrants at issuance		(5,047,542)
Offering costs allocated to Class A ordinary shares		(8,227,105)
Accretion on Class A ordinary shares to redemption value	$ 2,167,589	14,712,147
Increase in redemption value of Class A ordinary shares subject to possible redemption	(2,167,589)
Class A ordinary shares subject to possible redemption	$ 147,355,089	$ 145,187,500

SHAREHOLDERS' DEFICIT - Preferr

SHAREHOLDERS' DEFICIT - Preferred Shares (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SHAREHOLDERS' DEFICIT
Preference shares, authorized	1,000,000	1,000,000
Preference shares, par value (per share)	$ 0.0001	$ 0.0001
Preference shares, issued	0	0	0
Preference shares, outstanding	0	0

SHAREHOLDERS' DEFICIT - Ordinar

SHAREHOLDERS' DEFICIT - Ordinary Shares (Details)	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
SHAREHOLDERS' DEFICIT
Ordinary shares, votes per share \| Vote	1
Class A ordinary shares
SHAREHOLDERS' DEFICIT
Ordinary shares, authorized	479,000,000	479,000,000
Ordinary shares, par value (per share) \| $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, votes per share \| Vote	1
Class B ordinary shares
SHAREHOLDERS' DEFICIT
Ordinary shares, authorized	20,000,000	20,000,000
Ordinary shares, par value (per share) \| $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, issued	3,593,750	3,593,750
Ordinary shares, outstanding	3,593,750	3,593,750
Aggregated shares issued upon converted basis (in percent)	20%

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details)		12 Months Ended
DERIVATIVE LIABILITIES (Details)	Feb. 26, 2021	Dec. 31, 2022 D $ / shares shares	Mar. 29, 2023 shares
DERIVATIVE LIABILITIES
Warrants outstanding \| shares			9,762,224
Exercise price of warrants		$ 9.20
Stock price trigger for redemption of public warrants		10
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	1 year
Redemption of warrant price per share equals or exceeds18.00
DERIVATIVE LIABILITIES
Exercise price of warrants		18
Stock price trigger for redemption of public warrants		18
Redemption of warrant price per share equals or exceeds10.00
DERIVATIVE LIABILITIES
Exercise price of warrants		$ 10
Derivative warrant liabilities
DERIVATIVE LIABILITIES
Warrants exercisable term from the completion of business combination		30 days
Threshold period for filling registration statement after business combination		20 days
Threshold period for effective within statement after business combination		60 days
Exercise price of warrants		$ 11.50
Public warrants expiration term		5 years
Percentage of gross proceeds on total equity proceeds		60%
Threshold trading days determining volume weighted average price		20 days
Adjustment of exercise price of warrants based on market value (as a percent)		115%
Stock price trigger for redemption of public warrants		$ 18
Adjustments of exercise price of warrants based on market value and newly issued price (as a percent)		180%
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
Redemption price per public warrant (in dollars per share)		$ 0.361
Redemption period		30 days
Derivative warrant liabilities \| Redemption of warrant price per share equals or exceeds18.00
DERIVATIVE LIABILITIES
Stock price trigger for redemption of public warrants		$ 18
Redemption price per public warrant (in dollars per share)		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold trading days for redemption of public warrants		20 days
Threshold consecutive trading days for redemption of public warrants \| D		30
Threshold number of trading days before sending notice of redemption to warrant holders		3 days
Derivative warrant liabilities \| Redemption of warrant price per share equals or exceeds10.00
DERIVATIVE LIABILITIES
Threshold trading days determining volume weighted average price		10 days
Stock price trigger for redemption of public warrants		$ 10
Redemption price per public warrant (in dollars per share)		$ 0.10
Minimum threshold written notice period for redemption of public warrants		30 days
Threshold trading days for redemption of public warrants		20 days
Threshold consecutive trading days for redemption of public warrants \| D		30
Threshold number of trading days before sending notice of redemption to warrant holders		3 days
Warrant redemption condition minimum share price scenario two		$ 18
Public Warrants
DERIVATIVE LIABILITIES
Warrants outstanding \| shares		4,791,667
Public Warrants \| Derivative warrant liabilities
DERIVATIVE LIABILITIES
Exercise price of warrants		$ 9.20
Private Placement Warrants
DERIVATIVE LIABILITIES
Warrants outstanding \| shares		5,341,667

FAIR VALUE MEASUREMENTS - infor

FAIR VALUE MEASUREMENTS - information about the Company's assets and liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Investments held in Trust Account	$ 147,455,089	$ 145,213,205
Liabilities:
Derivative liabilities	543,814	6,140,960
Level 1 \| Recurring \| Public Warrants [Member]
Liabilities:
Derivative liabilities		2,870,614
Level 1 \| U.S. Treasury Securities \| Recurring
Assets:
Investments held in Trust Account	147,455,089	145,213,205
Level 2 \| Recurring \| Forward Purchase [Member]
Liabilities:
Derivative liabilities		79,476
Level 2 \| Recurring \| Public Warrants [Member]
Liabilities:
Derivative liabilities	191,667
Level 2 \| Recurring \| Private Placement Warrants [Member]
Liabilities:
Derivative liabilities	211,805	$ 3,190,870
Level 3 \| Recurring \| Forward Purchase [Member]
Liabilities:
Derivative liabilities	$ 140,342

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Transfers between levels of the hierarchy	$ 0	$ 0
Change in fair value of derivative liabilities	$ (4,713,929)	$ (5,658,011)

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Dec. 31, 2022 Y
Share price.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	10.15
Term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.5
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	4.64

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Derivative Assets and Liabilities (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Unrealized Gain (Loss) on Derivatives
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative liabilities at Beginning balance
Issuance of Public and Private Warrants	10,775,412
Loss on entry into Forward Purchase agreement	102,806
Change in fair value of derivative liabilities	(681,051)
Derivative liabilities at End balance		140,342
Level 3 \| Forward Purchase
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Transfers out of level 3	544,167	$ 140,342
Level 3 \| Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Transfers out of level 3	(5,079,167)
Level 3 \| Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Transfers out of level 3	$ (5,662,167)