Jackson Acquisition (RJAC) 10-K29 Mar 232022 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Mar. 13, 2023	Jun. 30, 2022
Entity Listings [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity File Number	001-41128
Entity Registrant Name	Jackson Acquisition Company
Entity Central Index Key	0001852495
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2494888
Entity Address, Address Line One	2655 Northwinds Parkway
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30009
City Area Code	678
Local Phone Number	690-1079
Title of 12(g) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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
Entity Public Float			$ 218,940,000
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	New York, NY
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one redeemable warrant
Trading Symbol	RJAC.U
Security Exchange Name	NYSE
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	RJAC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		22,250,000
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,562,500

BALANCE SHEETS

BALANCE SHEETS - USD ($)		Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash		$ 305,115	$ 1,923,321
Prepaid expenses and other current assets		368,383	395,350
Total Current Assets		673,498	2,318,671
Investments held in the Trust Account		228,961,837	203,000,654
Other assets		0	355,015
Total Assets		229,635,335	205,674,340
Current Liabilities:
Accounts payable and accrued expenses		417,659	1,091,191
Accrued offering costs		399,000	410,768
Income taxes payable		452,773	0
Overallotment liability		0	325,831
Total Current Liabilities		1,269,432	1,827,790
Deferred tax liability		153,453	0
Derivative warrant liabilities		214,725	9,584,400
Deferred underwriting commission		7,787,500	7,000,000
Total liabilities		9,425,110	18,412,190
COMMITMENTS AND CONTINGENCIES (Note 6)
Class A common stock subject to possible redemption; 22,250,000 and 20,000,000 shares at December 31, 2022 and 2021, respectively (at redemption value of $10.25 and $10.15 per share, respectively)		228,122,408	203,000,000
Stockholders' deficit:
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		0	0
Additional paid-in capital		0	0
Accumulated deficit		(7,912,739)	(15,738,425)
Total Stockholders' Deficit		(7,912,183)	(15,737,850)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit		229,635,335	205,674,340
Class A Common Stock [Member]
Stockholders' deficit:
Common stock		0	0
Class B Common Stock [Member]
Stockholders' deficit:
Common stock	[1]	$ 556	$ 575

[1]Share amount at December 31, 2021, includes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). Upon partial exercise of the over-allotment option by the underwriters, 187,500 shares were forfeited.

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Stockholders' deficit:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICITS
Common stock, subject to possible redemption (in shares)	22,250,000	20,000,000
Common stock, subject to possible redemption, par value (in dollars per share)	$ 10.25	$ 10.15
Stockholders' deficit:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class B Common Stock [Member]
Stockholders' deficit:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	5,562,500	5,750,000
Common stock, shares outstanding (in shares)	5,562,500	5,750,000
Number of shares subject to forfeiture (in shares)		750,000
Class B Common Stock [Member] \| Over-Allotment Option [Member]
Stockholders' deficit:
Number of shares subject to forfeiture (in shares)		187,500

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)		10 Months Ended		12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)		Dec. 31, 2021		Dec. 31, 2022
EXPENSES
Administration fee - related party		$ 5,806		$ 120,000
General and administrative		377,338		1,327,272
TOTAL EXPENSES		383,144		1,447,272
OTHER INCOME (EXPENSE)
Income earned on Investments held in Trust Account		654		3,256,067
Transaction costs allocable to derivative warrant liabilities		(836,603)		(25,112)
Excess fair value of private warrants over proceeds		(3,059,200)		0
Change in fair value of derivative warrant liabilities		16,234,800		10,306,800
TOTAL OTHER INCOME		12,434,580		13,537,755
Income before provision for income taxes		12,051,436		12,090,483
Provision for income taxes		0		(606,226)
Net income		$ 12,051,436		$ 11,484,257
Class A Common Stock [Member]
OTHER INCOME (EXPENSE)
Basic weighted average shares outstanding (in shares)		1,196,013	[1]	22,213,014
Diluted weighted average shares outstanding (in shares)		1,196,013	[1]	22,213,014
Basic net income per common share (in dollars per share)		$ 1.95	[1]	$ 0.41
Diluted net income per common share (in dollars per share)		$ 1.95	[1]	$ 0.41
Class B Common Stock [Member]
OTHER INCOME (EXPENSE)
Basic weighted average shares outstanding (in shares)	[2]	5,000,000	[1]	5,553,253
Diluted weighted average shares outstanding (in shares)	[2]	5,000,000	[1]	5,553,253
Basic net income per common share (in dollars per share)		$ 1.95	[1]	$ 0.41
Diluted net income per common share (in dollars per share)		$ 1.95	[1]	$ 0.41
Over-Allotment Option [Member]
OTHER INCOME (EXPENSE)
Change in fair value of derivative warrant liabilities		$ 94,929		$ 0

[1]Share amount at December 31, 2021, excludes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.[2]Share amount at December 31, 2021, excludes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). Upon partial exercise of the over-allotment option by the underwriters, 187,500 shares were forfeited.

STATEMENTS OF OPERATIONS (Paren

STATEMENTS OF OPERATIONS (Parenthetical) - Class B Common Stock [Member]	Dec. 31, 2021 shares
Operating Income (Loss) [Abstract]
Common stock, shares forfeited (in shares)	750,000
Over-Allotment Option [Member]
Operating Income (Loss) [Abstract]
Common stock, shares forfeited (in shares)	187,500

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)		Common Stock [Member] Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Mar. 04, 2021		$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Mar. 04, 2021		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsor	[1]	$ 575	24,425	0	25,000
Issuance of Class B ordinary shares to Sponsor (in shares)	[1]	5,750,000
Remeasurement of Class A common stock to redemption value			(24,425)	(27,789,861)	(27,814,286)
Net income		$ 0	0	12,051,436	12,051,436
Ending balance at Dec. 31, 2021		$ 575	0	(15,738,425)	(15,737,850)
Ending balance (in shares) at Dec. 31, 2021		5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Forfeiture of Class B common stock		$ (19)	19	0	0
Forfeiture of Class B common stock (in shares)		(187,500)
Proceeds in excess of fair value of Private Placement Warrants		$ 0	401,625	0	401,625
Remeasurement of Class A common stock to redemption value			(401,644)	(3,658,571)	(4,060,215)
Net income		0	0	11,484,257	11,484,257
Ending balance at Dec. 31, 2022		$ 556	$ 0	$ (7,912,739)	$ (7,912,183)
Ending balance (in shares) at Dec. 31, 2022		5,562,500

[1]Includes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). Upon partial exercise of the over-allotment option by the underwriters, 187,500 shares were forfeited.

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - Class B Common Stock [Member]	Dec. 31, 2021 shares
Stockholders' deficit:
Number of shares subject to forfeiture (in shares)	750,000
Over-Allotment Option [Member]
Stockholders' deficit:
Number of shares subject to forfeiture (in shares)	187,500

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	10 Months Ended	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Cash Flows From Operating Activities:
Net income	$ 12,051,436	$ 11,484,257
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income earned on Investments held in Trust Account	(654)	(3,256,067)
Excess fair value of private warrants over proceeds	3,059,200	0
Transaction costs allocable to derivative warrant liabilities	836,603	25,112
Change in fair value of derivative warrant liabilities	(16,234,800)	(10,306,800)
Deferred tax liability	0	153,453
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(395,350)	26,967
Other assets	(355,015)	355,015
Accounts payable and accrued expenses	1,091,191	(673,532)
Income taxes payable	0	452,773
Net Cash Used In Operating Activities	(42,318)	(1,738,822)
Cash Flows From Investing Activities:
Cash deposited into Trust Account	(203,000,000)	(22,837,500)
Interest released from Trust Account for tax payments	0	132,384
Net Cash Used In Investing Activities	(203,000,000)	(22,705,116)
Cash Flows From Financing Activities:
Proceeds from sale of Units in exercise of underwriter over-allotment option, net of underwriting fee	196,000,000	22,050,000
Proceeds from sale of Private Placements Warrants	9,560,000	787,500
Proceeds from note payable	300,000	0
Repayment of note payable	(300,000)	0
Proceeds from issuance of Class B common stock to Sponsor	25,000	0
Payment of offering costs	(619,361)	(11,768)
Net Cash Provided By Financing Activities	204,965,639	22,825,732
Net change in cash	1,923,321	(1,618,206)
Cash at beginning of period	0	1,923,321
Cash at end of period	1,923,321	305,115
Supplemental disclosure of non-cash financing activities:
Deferred offering costs included in accrued offering costs	410,768	399,000
Deferred underwriters' commissions	7,000,000	787,500
Initial classification of fair value of Public and Private warrants	13,200,000	937,125
Initial classification of common stock subject to redemption	175,185,714	22,837,500
Remeasurement of Class A common stock to redemption value	27,789,861	3,658,571
Fair value of overallotment liability	420,760	0
Over-Allotment Option [Member]
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	$ (94,929)	$ 0

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 [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Jackson Acquisition Company (the “Company”) was incorporated in Delaware on March 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 5, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) and search for a target for an initial business combination, which is described below. The Company will not generate any operating revenues until after the completion of an 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 has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2021. On December 13, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3. The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 6, 2022, the over-allotment option was partially exercised by the underwriter, and the Company sold an additional 2,250,000 units generating gross proceeds of 22,500,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 9,560,000 warrants (the “Private Placement Warrants”) to RJ Healthcare SPAC, LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $9,560,000. To the extent that the underwriter exercised its 45-day option, the Sponsor would purchase up to an additional 1,050,000 Private Placement Warrants at a purchase price of $1.00 per warrant. On January 6, 2022, the underwriter option was partially exercised by the underwriter and the Company sold an additional 787,500 private placement warrants generating proceeds of $787,500. Transaction costs amounted to $13,255,861 consisting of $4,450,000 of underwriting fees, $7,787,500 of deferred underwriting fees payable, which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and $1,018,361 of other offering costs related to the Initial Public Offering. Cash of $305,115 was held outside of the Trust Account on December 31, 2022 and was available for working capital purposes. As described in Note 6, the $7,787,500 deferred underwriting fees are contingent upon the consummation of the Business Combination within 18 months (or 21 months if extended) from the closing of the Initial Public Offering. Following the closing of the Initial Public Offering on December 13, 2021 and the partial exercise of the over-allotment option, an amount of $225,837,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Class A common stock classified as temporary equity is the allocated proceeds determined in accordance with ASC 470-20. The shares of the Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and will be classified outside of permanent equity as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. If the Company has not completed a Business Combination within 18 months from the closing of the Initial Public Offering (the ‘Combination Period”) (or 21 months from the closing of the Initial Public Offering if the period of time to consummate a business combination is extended), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.15 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At December 31, 2022, the Company had cash outside of trust of $305,115 and a working capital deficit of $595,934. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the balance sheet. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, The Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Reclassification Certain amounts have been reclassified as of December 31, 2021 to conform to the current presentation.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. 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 balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $305,115 and $1,923,321 as of December 31, 2022 and 2021, respectively. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Investments held in Trust Account At December 31, 2022 and 2021, the Company had $229.0 million and $203.0 million in investments in treasury securities held in the Trust Account, respectively. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “ Expenses of Offering Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2022, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds of IPO on December 13, 2021 $ 200,000,000 Less: Transaction costs allocated to Class A common stock (11,193,526 ) Overallotment liability (420,760 ) Proceeds allocated to Public Warrants (13,200,000 ) (24,814,286 ) Plus: Remeasurement of carrying value to redemption value 27,814,286 Class A common stock subject to possible redemption at December 31, 2021 203,000,000 Gross proceeds of overallotment option partial exercise on January 6, 2022 22,500,000 Less: Transaction costs allocated to Class A common stock (1,307,317 ) Proceeds allocated to Public Warrants (551,250 ) (1,858,567 ) Plus: Expiration of overallotment liability 420,760 Remeasurement of carrying value to redemption value 4,060,215 4,480,975 Class A common stock subject to possible redemption at December 31, 2022 $ 228,122,408 Net income per share Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Public Offering and (ii) Private Placement, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per common share is the same as basic earnings per common share for the periods presented. As of December 31, 2022, the Public Warrants and Private Warrants are exercisable to purchase an aggregate of 11,125,000 and 10,347,500 shares of Class A common stock, respectively. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2022 For the Period from March 5, 2021 (inception) through December 31, 2021 (1) Class A Redeemable common stock Numerator: Income allocable to Class A common stock $ 9,187,406 $ 2,326,283 Denominator: Basic and diluted weighted average shares outstanding 22,213,014 1,196,013 Basic and diluted net income per share, Class A Common Stock $ 0.41 $ 1.95 Class B Non-redeemable common stock Numerator: Income allocable to Class B common stock $ 2,296,851 $ 9,725,153 Denominator: Basic and diluted weighted average shares outstanding 5,553,253 5,000,000 Basic and diluted net income per share, Class B Common Stock $ 0.41 $ 1.95 (1) Share amount at December 31, 2021, excludes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits 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 subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. New Law and Changes On August 16, 2022, the Inflation Reduction Act (the “IR Act”) Act was signed into law, which, beginning in 2023, will impose a 1% excise tax on public company stock buybacks. The Company is assessing the potential impact of the Act. The IR Act imposes a 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly all special purpose acquisition companies (“SPACs”). Shareholders have the ability to require the SPAC to repurchase their shares prior to an initial business combination in what is known as a redemption right. There are two possible scenarios in which redemption rights may be exercised. First, they can be exercised by the shareholders in connection with an initial business combination, or second, they can be triggered because the SPAC is unable to complete its initial business combination before the deadline. Until there is further guidance from the Internal Revenue Service on the application of the excise tax to SPAC redemptions, the Company will continue to assess the potential impact of the IR Act. The Company is still analyzing the impact of the IR Act on the financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. See Note 9 for additional information regarding liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2022
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3 - INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $200,000,000. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share, and one-half

PRIVATE PLACEMENTS

PRIVATE PLACEMENTS	12 Months Ended
PRIVATE PLACEMENTS	Dec. 31, 2022
PRIVATE PLACEMENTS [Abstract]
PRIVATE PLACEMENTS	NOTE 4 - PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 9,560,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $9,560,000. On January 6, 2022, the underwriter option was partially exercised by the underwriter and the Company sold an additional 787,500 private placement warrants generating gross proceeds of $787,500. A portion of the proceeds from the Private Placement Warrants 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 proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

RELATED PARTIES

RELATED PARTIES	12 Months Ended
RELATED PARTIES	Dec. 31, 2022
RELATED PARTIES [Abstract]
RELATED PARTIES	NOTE 5 - RELATED PARTIES Founder Shares During the period ended March 31, 2021, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. In March 2021, the Sponsor transferred 115,000 Founder Shares to the Company’s director nominees and one of its officers, resulting in the Sponsor holding 8,510,000 Founder Shares. On November 22, 2021, the Sponsor forfeited 2,875,000 Founder Shares, resulting in there being an aggregate of 5,750,000 Founder Shares outstanding, of which 750,000 were subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised , so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding shares of common stock after the partial exercise of the underwriter’s over-allotment option. Upon the partial exercise of the over-allotment option by the underwriters, 187,500 shares of Class B common stock were forfeited and 5,562,500 were outstanding at December 31, 2022. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. General and Administrative Services Commencing on the date the Units were first listed on the New York Stock Exchange, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the year ended December 31, 2022 and the period from March 5, 2021 (inception) through December 31, 2021, the Company recorded $120,000 and $5,806 in management fees, respectively. As of December 31, 2022 and 2021, $5,806 was outstanding. Promissory Note - Related Party On March 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of December 31, 2022 and 2021, no amounts were outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans. Extension Loan The Company will have 18 months from the closing of the Initial Public Offering to complete a Business Combination (or up to 21 months if it extends the period of time to consummate a Business Combination in accordance with the terms described below). If the Company anticipates that it may not be able to consummate a Business Combination within 18 months from the closing of the Initial Public Offering, the Sponsor may, but is not obligated to, cause the Company to extend the period of time to consummate a Business Combination by an additional three months (for a total of 21 months from the closing of the Initial Public Offering to complete a Business Combination); provided that the Sponsor (or its assignees or designees) must deposit into the Trust Account funds in an aggregate amount equal to the number of Public Shares multiplied by $0.10 per share (a total of $2,225,000 on or prior to the date that is 18 months from the closing of the Initial Public Offering, in exchange for a non-interest bearing, unsecured promissory note.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 - COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the pricing date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. 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 option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. This option was partially exercised on January 6, 2022 for 2,250,000 additional Units. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,000,000, upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,000,000. Upon the exercise of the over-allotment option on January 6, 2022, the underwriters were paid an additional cash discount of $450,000 and became entitled to an additional deferred fee of $787,500. The deferred fee would 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. Vendor Agreements As of December 31, 2022 and 2021, the Company had incurred unpaid legal fees related to the Initial Public Offering of approximately $473,200 and $428,500, respectively, and are included in accounts payable and accrued expenses and accrued offering costs on the balance sheets. These fees will only become due and payable upon the consummation of a Business Combination.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	12 Months Ended
STOCKHOLDERS' DEFICIT	Dec. 31, 2022
STOCKHOLDERS' DEFICIT [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 7 - STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. In connection with a Business Combination, the Company may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to or in connection with the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of Class A common stock issued and outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or issuable, to any seller of an interest in the target to us in a Business Combination.

WARRANT LIABILITIES

WARRANT LIABILITIES	12 Months Ended
WARRANT LIABILITIES	Dec. 31, 2022
WARRANT LIABILITIES [Abstract]
WARRANT LIABILITIES	NOTE 8 - WARRANTS LIABILITIES Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. However, the Company will use its commercially reasonable efforts to register or qualify the Class A common stock issuable upon the exercise of the warrants under applicable state securities laws to the extent an exemption from such registration or qualification is not available (including, without limitation, the exemption available so long as the Class A common stock is a “covered security” under (A) Section 18(b)(1) of the Securities Act or (B) solely in the cases of shares of Class A common stock being issued upon cashless exercise of a warrant (if such cashless exercise is permitted under the warrant agreement), Section 18(b)(4)(E) of the Securities Act, provided that, in the case of this clause (B), such warrant is being exercised pursuant and in accordance with Section 3(a)(9) of the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock 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 warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reverse stock splits, consolidations, reorganizations, recapitalizations and other similar transactions). Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $10.00 • in whole and not in part; • at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive a specified number of shares based on the redemption date and the fair market value of the Class A common stock; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reverse stock splits, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions); and • if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reverse stock splits, consolidations, reorganizations, recapitalizations and other similar transactions), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounts for the 21,472,500 warrants issued in connection with the Initial Public Offering and the partial exercise of the underwriter’s over-allotment option (including 11,125,000 Public Warrants and 10,347,500 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants are allocated a portion of the proceeds from the issuance of the Units and the Private Placement Warrants equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Upon issuance of the derivative warrants at the close of the Initial Public Offering, the Company recorded a derivative liability of $25,819,200 on the balance sheet as of December 13, 2021. The fair value of the Private Placement Warrants exceeded the proceeds received from the Private Placement Warrants, and the Company recorded a charge of $3,059,200 to accumulated deficit during the period ended December 31, 2021. Upon issuance of the derivative warrants at the close of the sale of the Over-Allotment Units on January 6, 2022, the Company recorded a derivative liability of $937,125 on the balance sheets. The proceeds received from the sale of the Private Placement Warrants exceeded the fair value of the Private Placement Warrants, and the Company recorded $401,625 to additional paid in capital.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2022
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9 - FAIR VALUE MEASUREMENTS The following table presents information about the Company’s liabilities that are measured at fair value at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, 2022 Level December 31, 2021 Assets: Investments held in Trust Account 1 $ 228,961,837 1 $ 203,000,654 Liabilities: Warrant liability - Private Placement Warrants 3 $ 103,475 3 $ 4,684,400 Warrant liability - Public Warrants 1 $ 111,250 3 $ 4,900,000 Over-allotment option 3 $ - 3 $ 325,831 The overallotment option granted to the underwriter in connection with the Initial Public Offering (the “Overallotment Option”), the Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities Upon consummation of the Initial Public Offering, the one-half As of December 31, 2022, the Public Warrants were valued using the publicly available price for such Public Warrants and are classified as Level 1 on the Fair Value Hierarchy. As of December 31, 2022, the Company used a Monte Carlo simulation model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of December 31, 2022 for the Public Warrant to estimate the volatility for the Private Placement Warrants. As of December 31, 2022 and December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2022: Fair Value Measurement Using Level 3 Inputs Total Balance, fair value at March 5, 2021 (inception) $ - Initial measurement of warrants at December 13, 2021 25,819,200 Initial measurement of over-allotment option at December 13, 2021 420,760 Change in fair value of derivative warrant liabilities (16,234,800 ) Change in fair value of over-allotment option (94,929 ) Balance, fair value at December 31, 2021 9,910,231 Fair value at issuance over over-allotment warrants 937,125 Exercise and expiration of over-allotment option (325,831 ) Transfer of public warrants to Level 1 during the year ended December 31, 2022 (5,451,250 ) Change in fair value of derivative warrant liabilities (4,966,800 ) Balance, fair value at December 31, 2022 $ 103,475 The key inputs into the Monte Carlo simulation model were as follows for the measurement of the Public Warrants and Private Placement Warrants: December 31, 2022 January 6, 2022 December 31, 2021 Stock price $ 10.11 $ 9.72 $ 9.72 Exercise price $ 11.50 $ 11.50 $ 11.50 Risk-free interest rate 3.99 % 1.26 % 1.26 % Expected life of warrants 5.35 years 6.70 years 6.70 years Expected volatility of underlying shares 1.00 % 10.0 % 10.0 % Dividend yield 0 % 0 % 0 % Probability of business combination 1 % 90 % 90 % The key inputs into the Black-Scholes model were as follows for the measurement of the overallotment option: December 31, 2021 Risk-free interest rate 0.03 % Expected life of warrants 0.07 years Expected volatility of underlying shares 10.0 % Dividend yield 0 % Upon the partial exercise of the underwriters’ over-allotment option on January 6, 2022, the over-allotment option expired and the Company recorded $325,831 to the additional paid-in capital. The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis: Private Placement Warrants Public Warrants Over-allotment Liability Total Fair value at March 5, 2021 (inception) $ - $ - $ - $ - Initial measurement at December 13, 2021 12,619,200 13,200,000 420,760 26,239,960 Change in fair value (7,934,800 ) (8,300,000 ) (94,929 ) (16,329,729 ) Fair value at December 31, 2021 4,684,400 4,900,000 325,831 9,910,231 Issuance upon exercise of over-allotment option 385,875 551,250 - 937,125 Change in fair value (4,966,800 ) (5,340,000 ) - (10,306,800 ) Exercise and expiration of over-allotment option - - (325,831 ) (325,831 ) Fair value at December 31, 2022 $ 103,475 $ 111,250 $ - $ 214,725

INCOME TAXES

INCOME TAXES	12 Months Ended
INCOME TAXES	Dec. 31, 2022
INCOME TAXES [Abstract]
INCOME TAXES	NOTE 10 - INCOME TAXES The Company’s deferred tax assets are as follows at December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Deferred tax asset Net operating loss $ - $ 34,498 Startup/organizational costs 306,702 45,825 Total deferred tax asset 306,702 80,323 Valuation allowance (306,702 ) (80,323 ) Deferred tax asset, net of allowance - - Deferred tax liability Accrued interest (153,453 ) - Deferred tax liability, net $ (153,453 ) $ - The income tax provision (benefit) consists of the following for the year ended December 31, 2022 and for the period from March 5, 2021 (inception) ended December 31, 2021: December 31, 2022 December 31, 2021 Federal Current $ 452,773 $ - Deferred (72,926 ) (80,323 ) State and Local Current - - Deferred - - Change in Valuation 226,379 80,323 Income tax provision / (benefit) $ 606,226 $ - In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. A reconciliation of the statutory tax rate to the Company’s effective tax rates for the periods ended December 31, 2022 and 2021: Year Ended December 31, 2022 For the Period Ended December 31, 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 0.00 Change in fair value of warrant liability (17.90 ) (22.96 ) Change in fair value of overallotment liability - (0.17 ) Transaction costs allocable to warrant liability 0.04 1.46 Change in valuation allowance 1.87 0.67 Income tax provision (benefit) 5.01 % 0.00 % As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 5.01% for the year ended December 31, 2022 and 0.00% for the period from March 5, 2021 (inception) through December 31, 2021. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2022, due to changes in fair value of warrant liabilities and the valuation allowance on the deferred tax assets.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 11 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. 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 balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $305,115 and $1,923,321 as of December 31, 2022 and 2021, respectively. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Investments Held in Trust Account	Investments held in Trust Account At December 31, 2022 and 2021, the Company had $229.0 million and $203.0 million in investments in treasury securities held in the Trust Account, respectively.
Offering Costs Associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “ Expenses of Offering
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021 and 2022, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds of IPO on December 13, 2021 $ 200,000,000 Less: Transaction costs allocated to Class A common stock (11,193,526 ) Overallotment liability (420,760 ) Proceeds allocated to Public Warrants (13,200,000 ) (24,814,286 ) Plus: Remeasurement of carrying value to redemption value 27,814,286 Class A common stock subject to possible redemption at December 31, 2021 203,000,000 Gross proceeds of overallotment option partial exercise on January 6, 2022 22,500,000 Less: Transaction costs allocated to Class A common stock (1,307,317 ) Proceeds allocated to Public Warrants (551,250 ) (1,858,567 ) Plus: Expiration of overallotment liability 420,760 Remeasurement of carrying value to redemption value 4,060,215 4,480,975 Class A common stock subject to possible redemption at December 31, 2022 $ 228,122,408
Net Income per Share	Net income per share Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Public Offering and (ii) Private Placement, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per common share is the same as basic earnings per common share for the periods presented. As of December 31, 2022, the Public Warrants and Private Warrants are exercisable to purchase an aggregate of 11,125,000 and 10,347,500 shares of Class A common stock, respectively. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2022 For the Period from March 5, 2021 (inception) through December 31, 2021 (1) Class A Redeemable common stock Numerator: Income allocable to Class A common stock $ 9,187,406 $ 2,326,283 Denominator: Basic and diluted weighted average shares outstanding 22,213,014 1,196,013 Basic and diluted net income per share, Class A Common Stock $ 0.41 $ 1.95 Class B Non-redeemable common stock Numerator: Income allocable to Class B common stock $ 2,296,851 $ 9,725,153 Denominator: Basic and diluted weighted average shares outstanding 5,553,253 5,000,000 Basic and diluted net income per share, Class B Common Stock $ 0.41 $ 1.95 (1) Share amount at December 31, 2021, excludes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits 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 subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. New Law and Changes On August 16, 2022, the Inflation Reduction Act (the “IR Act”) Act was signed into law, which, beginning in 2023, will impose a 1% excise tax on public company stock buybacks. The Company is assessing the potential impact of the Act. The IR Act imposes a 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of newly issued shares during the taxable year. Redemption rights are ubiquitous to nearly all special purpose acquisition companies (“SPACs”). Shareholders have the ability to require the SPAC to repurchase their shares prior to an initial business combination in what is known as a redemption right. There are two possible scenarios in which redemption rights may be exercised. First, they can be exercised by the shareholders in connection with an initial business combination, or second, they can be triggered because the SPAC is unable to complete its initial business combination before the deadline. Until there is further guidance from the Internal Revenue Service on the application of the excise tax to SPAC redemptions, the Company will continue to assess the potential impact of the IR Act. The Company is still analyzing the impact of the IR Act on the financial statements.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. See Note 9 for additional information regarding liabilities measured at fair value.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Fair Value Measurement
Warrant Instruments	Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging
Recent Accounting Pronouncements	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	At December 31, 2021 and 2022, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds of IPO on December 13, 2021 $ 200,000,000 Less: Transaction costs allocated to Class A common stock (11,193,526 ) Overallotment liability (420,760 ) Proceeds allocated to Public Warrants (13,200,000 ) (24,814,286 ) Plus: Remeasurement of carrying value to redemption value 27,814,286 Class A common stock subject to possible redemption at December 31, 2021 203,000,000 Gross proceeds of overallotment option partial exercise on January 6, 2022 22,500,000 Less: Transaction costs allocated to Class A common stock (1,307,317 ) Proceeds allocated to Public Warrants (551,250 ) (1,858,567 ) Plus: Expiration of overallotment liability 420,760 Remeasurement of carrying value to redemption value 4,060,215 4,480,975 Class A common stock subject to possible redemption at December 31, 2022 $ 228,122,408
Basic and Diluted Net Income (loss) per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended December 31, 2022 For the Period from March 5, 2021 (inception) through December 31, 2021 (1) Class A Redeemable common stock Numerator: Income allocable to Class A common stock $ 9,187,406 $ 2,326,283 Denominator: Basic and diluted weighted average shares outstanding 22,213,014 1,196,013 Basic and diluted net income per share, Class A Common Stock $ 0.41 $ 1.95 Class B Non-redeemable common stock Numerator: Income allocable to Class B common stock $ 2,296,851 $ 9,725,153 Denominator: Basic and diluted weighted average shares outstanding 5,553,253 5,000,000 Basic and diluted net income per share, Class B Common Stock $ 0.41 $ 1.95 (1) Share amount at December 31, 2021, excludes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2022
FAIR VALUE MEASUREMENTS [Abstract]
Liabilities Measured at Fair Value	The following table presents information about the Company’s liabilities that are measured at fair value at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, 2022 Level December 31, 2021 Assets: Investments held in Trust Account 1 $ 228,961,837 1 $ 203,000,654 Liabilities: Warrant liability - Private Placement Warrants 3 $ 103,475 3 $ 4,684,400 Warrant liability - Public Warrants 1 $ 111,250 3 $ 4,900,000 Over-allotment option 3 $ - 3 $ 325,831
Changes in Fair Value of Level 3 Financial Assets and Liabilities	The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2022: Fair Value Measurement Using Level 3 Inputs Total Balance, fair value at March 5, 2021 (inception) $ - Initial measurement of warrants at December 13, 2021 25,819,200 Initial measurement of over-allotment option at December 13, 2021 420,760 Change in fair value of derivative warrant liabilities (16,234,800 ) Change in fair value of over-allotment option (94,929 ) Balance, fair value at December 31, 2021 9,910,231 Fair value at issuance over over-allotment warrants 937,125 Exercise and expiration of over-allotment option (325,831 ) Transfer of public warrants to Level 1 during the year ended December 31, 2022 (5,451,250 ) Change in fair value of derivative warrant liabilities (4,966,800 ) Balance, fair value at December 31, 2022 $ 103,475
Key Inputs into Monte Carlo Simulation/Black-Scholes Model	The key inputs into the Monte Carlo simulation model were as follows for the measurement of the Public Warrants and Private Placement Warrants: December 31, 2022 January 6, 2022 December 31, 2021 Stock price $ 10.11 $ 9.72 $ 9.72 Exercise price $ 11.50 $ 11.50 $ 11.50 Risk-free interest rate 3.99 % 1.26 % 1.26 % Expected life of warrants 5.35 years 6.70 years 6.70 years Expected volatility of underlying shares 1.00 % 10.0 % 10.0 % Dividend yield 0 % 0 % 0 % Probability of business combination 1 % 90 % 90 % The key inputs into the Black-Scholes model were as follows for the measurement of the overallotment option: December 31, 2021 Risk-free interest rate 0.03 % Expected life of warrants 0.07 years Expected volatility of underlying shares 10.0 % Dividend yield 0 %
Changes in Fair Value of Level 3 Financial Instruments	The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis: Private Placement Warrants Public Warrants Over-allotment Liability Total Fair value at March 5, 2021 (inception) $ - $ - $ - $ - Initial measurement at December 13, 2021 12,619,200 13,200,000 420,760 26,239,960 Change in fair value (7,934,800 ) (8,300,000 ) (94,929 ) (16,329,729 ) Fair value at December 31, 2021 4,684,400 4,900,000 325,831 9,910,231 Issuance upon exercise of over-allotment option 385,875 551,250 - 937,125 Change in fair value (4,966,800 ) (5,340,000 ) - (10,306,800 ) Exercise and expiration of over-allotment option - - (325,831 ) (325,831 ) Fair value at December 31, 2022 $ 103,475 $ 111,250 $ - $ 214,725

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
INCOME TAXES (Tables)	Dec. 31, 2022
INCOME TAXES [Abstract]
Net Deferred Tax Assets	The Company’s deferred tax assets are as follows at December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Deferred tax asset Net operating loss $ - $ 34,498 Startup/organizational costs 306,702 45,825 Total deferred tax asset 306,702 80,323 Valuation allowance (306,702 ) (80,323 ) Deferred tax asset, net of allowance - - Deferred tax liability Accrued interest (153,453 ) - Deferred tax liability, net $ (153,453 ) $ -
Income Tax Provision (Benefit)	The income tax provision (benefit) consists of the following for the year ended December 31, 2022 and for the period from March 5, 2021 (inception) ended December 31, 2021: December 31, 2022 December 31, 2021 Federal Current $ 452,773 $ - Deferred (72,926 ) (80,323 ) State and Local Current - - Deferred - - Change in Valuation 226,379 80,323 Income tax provision / (benefit) $ 606,226 $ -
Reconciliation of Federal Income Tax Rate to Effective Tax Rate	A reconciliation of the statutory tax rate to the Company’s effective tax rates for the periods ended December 31, 2022 and 2021: Year Ended December 31, 2022 For the Period Ended December 31, 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 0.00 Change in fair value of warrant liability (17.90 ) (22.96 ) Change in fair value of overallotment liability - (0.17 ) Transaction costs allocable to warrant liability 0.04 1.46 Change in valuation allowance 1.87 0.67 Income tax provision (benefit) 5.01 % 0.00 %

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			10 Months Ended	12 Months Ended
	Jan. 06, 2022 USD ($) shares	Dec. 13, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) Business $ / shares shares
Description of Organization and Business Operations [Abstract]
Gross proceeds from private placement			$ 9,560,000	$ 787,500
Cash not held in Trust Account available for working capital			1,923,321	$ 305,115
Period to complete Business Combination from closing of Initial Public Offering if extended				21 months
Cash deposited in Trust Account			$ 203,000,000	$ 22,837,500
Cash deposited in Trust Account per Unit (in dollars per share) \| $ / shares		$ 10.15
Number of operating businesses included in initial Business Combination \| Business				1
Percentage of fair market value held in Trust Account				80%
Percentage of outstanding voting securities for post-transaction company to acquire or own in order to complete business combination				50%
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period				100%
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period				10 days
Redemption price per share (in dollars per share) \| $ / shares				$ 10.15
Minimum [Member]
Description of Organization and Business Operations [Abstract]
Period to complete Business Combination from closing of Initial Public Offering				18 months
Percentage of Public Shares that can be redeemed without prior consent				15%
Maximum [Member]
Description of Organization and Business Operations [Abstract]
Interest from Trust Account that can be held to pay dissolution expenses				$ 100,000
Distribution or redemption price per share (in dollars per share) \| $ / shares				$ 10
Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Sale of additional units (in shares) \| shares	787,500
Gross proceeds	$ 787,500
Initial Public Offering [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) \| shares		20,000,000
Gross proceeds from initial public offering		$ 200,000,000
Term of option for underwriters to purchase additional Units to cover over-allotments				45 days
Additional Units that can be purchased to cover over-allotments (in shares) \| shares		21,472,500		3,000,000
Warrants issued (in shares) \| shares				21,472,500
Share price (in dollars per share) \| $ / shares		$ 10
Transaction costs		$ 13,255,861		$ 1,018,361
Underwriting fees		4,450,000		12,237,500
Deferred underwriting fees		7,787,500		$ 7,787,500
Other offering cost		$ 1,018,361
Initial Public Offering [Member] \| Public Shares [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) \| shares		20,000,000
Gross proceeds from initial public offering		$ 200,000,000
Share price (in dollars per share) \| $ / shares		$ 10.15
Private Placement [Member] \| Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Warrants issued (in shares) \| shares		9,560,000
Share price (in dollars per share) \| $ / shares		$ 1
Gross proceeds from private placement		$ 9,560,000
Private Placement [Member] \| Sponsor [Member] \| Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) \| shares		1,050,000
Over-Allotment Option [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) \| shares	2,250,000
Gross proceeds from initial public offering	$ 22,500,000
Additional Units that can be purchased to cover over-allotments (in shares) \| shares	2,250,000
Sale of additional units (in shares) \| shares	2,250,000
Gross proceeds	$ 22,500,000
Cash deposited in Trust Account		$ 225,837,500
Over-Allotment Option [Member] \| Public Shares [Member]
Description of Organization and Business Operations [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments				45 days
Additional Units that can be purchased to cover over-allotments (in shares) \| shares		3,000,000
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Warrants issued (in shares) \| shares	787,500			10,347,500

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, Going Concern Consideration (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Description of Organization and Business Operations [Abstract]
Cash	$ 305,115	$ 1,923,321
Working capital deficit	$ 595,934

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash	$ 305,115	$ 1,923,321
Cash equivalents	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Investments Held in Trust Account (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Investments held in Trust Account [Abstract]
Investments held in the Trust Account	$ 228,961,837	$ 203,000,654

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs Associated with the Initial Public Offering (Details) - USD ($)	10 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 13, 2021
Initial Public Offering [Member]
Offering Costs Associated with the Initial Public Offering [Abstract]
Offering costs		$ 1,018,361	$ 13,255,861
Underwriting fees		12,237,500	4,450,000
Underwriter fees paid in cash		4,450,000
Deferred underwriting fees		$ 7,787,500	$ 7,787,500
Initial Public Offering [Member] \| Sponsor [Member]
Offering Costs Associated with the Initial Public Offering [Abstract]
Transaction costs allocable to warrant liability	$ 836,603
Over-Allotment Option [Member]
Offering Costs Associated with the Initial Public Offering [Abstract]
Offering cost expensed to statement of operations	$ 25,112

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Common Stock Subject to Possible Redemption (Details) - USD ($)			1 Months Ended	12 Months Ended
	Jan. 06, 2022	Dec. 13, 2021	Dec. 31, 2021	Dec. 31, 2022
Class A Common Stock Reflected in the Balance Sheet [Abstract]
Common stock subject to possible redemption			$ 203,000,000	$ 228,122,408
Class A Common Stock [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Common stock, subject to possible redemption (in shares)			20,000,000	22,250,000
Initial Public Offering [Member]
Class A Common Stock Reflected in the Balance Sheet [Abstract]
Gross proceeds		$ 200,000,000
Class A ordinary shares issuance costs		$ (13,255,861)		$ (1,018,361)
Initial Public Offering [Member] \| Class A Common Stock [Member]
Class A Common Stock Reflected in the Balance Sheet [Abstract]
Gross proceeds			$ 200,000,000
Less: Transaction costs allocated to Class A common stock			(11,193,526)	(1,307,317)
Less: Overallotment liability			(420,760)
Less: Proceeds allocated to Public Warrants			(13,200,000)	(551,250)
Class A ordinary shares issuance costs			(24,814,286)	(1,858,567)
Plus: Expiration of overallotment liability				420,760
Plus: Remeasurement of carrying value to redemption value			27,814,286	4,060,215
Aggregate expiration of overallotment liability and remeasurement of carrying value to redemption value				4,480,975
Common stock subject to possible redemption			$ 203,000,000	228,122,408
Over-Allotment Option [Member]
Class A Common Stock Reflected in the Balance Sheet [Abstract]
Gross proceeds	$ 22,500,000
Over-Allotment Option [Member] \| Class A Common Stock [Member]
Class A Common Stock Reflected in the Balance Sheet [Abstract]
Gross proceeds				$ 22,500,000

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income Per Share (Details) - USD ($)		10 Months Ended		12 Months Ended
		Dec. 31, 2021		Dec. 31, 2022
Class A Redeemable Common Stock [Member]
Numerator [Abstract]
Income allocable to common stock		$ 2,326,283	[1]	$ 9,187,406
Denominator [Abstract]
Basic weighted average shares outstanding (in shares)		1,196,013	[1]	22,213,014
Basic net income per common share (in dollars per share)		$ 1.95	[1]	$ 0.41
Diluted weighted average shares outstanding (in shares)		1,196,013	[1]	22,213,014
Diluted net income per common share (in dollars per share)		$ 1.95	[1]	$ 0.41
Class A Redeemable Common Stock [Member] \| Public Warrants [Member]
Net Income Per Share [Abstract]
Warrants exercisable to purchase of aggregate common stock (in shares)				11,125,000
Class A Redeemable Common Stock [Member] \| Private Warrants [Member]
Net Income Per Share [Abstract]
Warrants exercisable to purchase of aggregate common stock (in shares)				10,347,500
Class B Non-redeemable Common Stock [Member]
Numerator [Abstract]
Income allocable to common stock		$ 9,725,153	[1]	$ 2,296,851
Denominator [Abstract]
Basic weighted average shares outstanding (in shares)	[2]	5,000,000	[1]	5,553,253
Basic net income per common share (in dollars per share)		$ 1.95	[1]	$ 0.41
Diluted weighted average shares outstanding (in shares)	[2]	5,000,000	[1]	5,553,253
Diluted net income per common share (in dollars per share)		$ 1.95	[1]	$ 0.41
Number of shares subject to forfeiture (in shares)		750,000

[1]Share amount at December 31, 2021, excludes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.[2]Share amount at December 31, 2021, excludes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). Upon partial exercise of the over-allotment option by the underwriters, 187,500 shares were forfeited.

SUMMARY OF SIGNIFICANT ACCOUN_9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOU_10

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Derivative Financial Instruments (Details) - shares	Dec. 31, 2022	Dec. 13, 2021
Initial Public Offering [Member]
Derivative Financial Instruments [Abstract]
Additional Units that can be purchased to cover over-allotments (in shares)	3,000,000	21,472,500

SUMMARY OF SIGNIFICANT ACCOU_11

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Warrant Instruments (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Warrant Instruments [Abstract]
Excess fair value of private warrants over proceeds	$ 3,059,200	$ 0
Initial Public Offering [Member] \| Private Placement Warrants [Member]
Warrant Instruments [Abstract]
Excess fair value of private warrants over proceeds	$ 3,059,200
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Warrant Instruments [Abstract]
Excess fair value of private warrants over proceeds		$ 401,625

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)			1 Months Ended	12 Months Ended
INITIAL PUBLIC OFFERING (Details) - USD ($)	Jan. 06, 2022	Dec. 13, 2021	Dec. 31, 2021	Dec. 31, 2022
Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)				0.5
Class A Common Stock [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)				1
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)		20,000,000
Share price (in dollars per share)		$ 10
Gross proceeds from initial public offering		$ 200,000,000
Initial Public Offering [Member] \| Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)		0.50
Warrants exercise price (In dollars per share)		$ 11.5
Initial Public Offering [Member] \| Class A Common Stock [Member]
Initial Public Offering [Abstract]
Gross proceeds from initial public offering			$ 200,000,000
Number of securities called by each unit (in shares)		1
Common stock, par value (in dollars per share)		$ 0.0001
Number of securities called by each warrant (in shares)		1
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	2,250,000
Gross proceeds from initial public offering	$ 22,500,000
Over-Allotment Option [Member] \| Class A Common Stock [Member]
Initial Public Offering [Abstract]
Gross proceeds from initial public offering				$ 22,500,000

PRIVATE PLACEMENTS (Details)

PRIVATE PLACEMENTS (Details) - Private Placement Warrants [Member] - USD ($)			12 Months Ended
	Jan. 06, 2022	Dec. 13, 2021	Dec. 31, 2022
Private Placement [Member]
Private Placements [Abstract]
Warrants issued (in shares)		9,560,000
Share price (in dollars per share)		$ 1
Gross proceeds from issuance of warrants		$ 9,560,000
Over-Allotment Option [Member]
Private Placements [Abstract]
Warrants issued (in shares)	787,500		10,347,500
Gross proceeds from issuance of warrants	$ 787,500

RELATED PARTIES, Founder Shares

RELATED PARTIES, Founder Shares (Details) - USD ($)		1 Months Ended		10 Months Ended	12 Months Ended
RELATED PARTIES, Founder Shares (Details) - USD ($)	Nov. 22, 2021	Mar. 31, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2022
Founder Shares [Abstract]
Proceeds from issuance of common stock				$ 25,000	$ 0
Class A Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)				0	0
Class B Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)				5,750,000	5,562,500
Number of shares subject to forfeiture (in shares)				750,000
Over-Allotment Option [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)				187,500
Founder Shares [Member] \| Sponsor [Member]
Founder Shares [Abstract]
Holding period for transfer, assignment or sale of Founder Shares					1 year
Founder Shares [Member] \| Sponsor [Member] \| Class A Common Stock [Member]
Founder Shares [Abstract]
Threshold trading days					20 days
Threshold consecutive trading days					30 days
Founder Shares [Member] \| Sponsor [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)					$ 12
Period after initial business combination					150 days
Founder Shares [Member] \| Sponsor [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Issuance of Class B common stock to Sponsor (in shares)			8,625,000
Proceeds from issuance of common stock			$ 25,000
Common stock, shares outstanding (in shares)	5,750,000	8,510,000	8,510,000
Common stock, shares forfeited (in shares)	2,875,000
Ownership interest, as converted percentage					20%
Founder Shares [Member] \| Sponsor [Member] \| Over-Allotment Option [Member]
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)	750,000
Founder Shares [Member] \| Sponsor [Member] \| Over-Allotment Option [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)					5,562,500
Common stock, shares forfeited (in shares)					187,500
Founder Shares [Member] \| Director and Officer [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Issuance of founder shares to nominees (in shares)		115,000

RELATED PARTIES, General and Ad

RELATED PARTIES, General and Administrative Services (Details) - Sponsor [Member] - General and Administrative Services [Member] - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
General and Administrative Services [Abstract]
Related party transaction amount		$ 10,000
Management fees	$ 5,806	120,000
Due to related party	$ 5,806	$ 5,806

RELATED PARTIES, Promissory Not

RELATED PARTIES, Promissory Note (Details) - Sponsor [Member] - Promissory Note [Member] - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Mar. 08, 2021
Promissory Note [Abstract]
Maximum borrowing capacity			$ 300,000
Notes payable, related parties	$ 0	$ 0

RELATED PARTIES, Related Party

RELATED PARTIES, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Related Party Loans [Abstract]
Loans that can be converted into Warrants at lenders' discretion	$ 1,500,000
Conversion price (in dollars per share)	$ 1
Notes payable, related parties	$ 0	$ 0

RELATED PARTIES, Extension Loan

RELATED PARTIES, Extension Loan (Details) - Sponsor [Member]	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
Extension Loan [Abstract]
Multiplier for calculating Trust Account funds (in dollars per share) \| $ / shares	$ 0.1
Initial Public Offering [Member] \| Maximum [Member]
Extension Loan [Abstract]
Business combination completion period	21 months
Initial Public Offering [Member] \| Minimum [Member]
Extension Loan [Abstract]
Business combination completion period	18 months
Over-Allotment Option [Member] \| Minimum [Member]
Extension Loan [Abstract]
Aggregate amount required to deposit in Trust Account funds \| $	$ 2,225,000

COMMITMENTS AND CONTINGENCIES,

COMMITMENTS AND CONTINGENCIES, Registration Rights and Warrant Amendments (Details)	Dec. 31, 2022 Demand
Registration Rights [Abstract]
Number of demands entitled to holders	3

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) - USD ($)		12 Months Ended
	Jan. 06, 2022	Dec. 31, 2022	Dec. 13, 2021
Initial Public Offering [Member]
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments		45 days
Additional Units that can be purchased to cover over-allotments (in shares)		3,000,000	21,472,500
Cash underwriting discount (in dollars per share)		$ 0.2
Cash payment to underwriters		$ 4,000,000
Underwriting discount (in dollars per share)		$ 0.35
Deferred underwriting fee		$ 7,000,000
Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Additional Units that can be purchased to cover over-allotments (in shares)	2,250,000
Additional cash discount	$ 450,000
Additional deferred fees	$ 787,500

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES, Vendor Agreements (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Initial Public Offering [Member]
Vendor Agreements [Abstract]
Unpaid legal fees	$ 428,500	$ 473,200

STOCKHOLDERS' DEFICIT (Details)

STOCKHOLDERS' DEFICIT (Details)	12 Months Ended
STOCKHOLDERS' DEFICIT (Details)	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Stockholder's Deficit [Abstract]
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Stock conversion basis of Class B to Class A ordinary shares at time of initial business combination	1
As-converted percentage for Class A ordinary shares after conversion of Class B shares	20%
Class A Common Stock [Member]
Stockholder's Deficit [Abstract]
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Number of votes per share \| Vote	1
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Common stock, subject to possible redemption, shares outstanding (in shares)	22,250,000	20,000,000
Class B Common Stock [Member]
Stockholder's Deficit [Abstract]
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Number of votes per share \| Vote	1
Common stock, shares issued (in shares)	5,562,500	5,750,000
Common stock, shares outstanding (in shares)	5,562,500	5,750,000
Number of shares subject to forfeiture (in shares)		750,000
Class B Common Stock [Member] \| Over-Allotment Option [Member]
Stockholder's Deficit [Abstract]
Number of shares subject to forfeiture (in shares)		187,500

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details) - USD ($)		10 Months Ended	12 Months Ended
WARRANT LIABILITIES (Details) - USD ($)	Jan. 06, 2022	Dec. 31, 2021	Dec. 31, 2022
Warrants [Abstract]
Period to exercise warrants after Business Combination			30 days
Period to exercise warrants after closing of Initial Public Offering			12 months
Expiration period of warrants			5 years
Period to file registration statement after initial Business Combination			15 days
Period for registration statement to become effective			60 days
Limitation period to transfer, assign or sell warrants			30 days
Derivative liabilities		$ 9,584,400	$ 214,725
Excess fair value of private warrants over proceeds		3,059,200	0
Private Placement Warrants [Member] \| Warrant Liabilities [Member]
Warrants [Abstract]
Excess fair value of private warrants over proceeds			$ 401,625
Initial Public Offering [Member]
Warrants [Abstract]
Warrants issued (in shares)			21,472,500
Initial Public Offering [Member] \| Warrant Liabilities [Member]
Warrants [Abstract]
Derivative liabilities			$ 25,819,200
Excess fair value of private warrants over proceeds		3,059,200
Initial Public Offering [Member] \| Private Placement Warrants [Member]
Warrants [Abstract]
Excess fair value of private warrants over proceeds		$ 3,059,200
Over-Allotment Option [Member] \| Warrant Liabilities [Member]
Warrants [Abstract]
Derivative liabilities			$ 937,125
Over-Allotment Option [Member] \| Public Warrants [Member]
Warrants [Abstract]
Warrants issued (in shares)			11,125,000
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Warrants [Abstract]
Warrants issued (in shares)	787,500		10,347,500
Excess fair value of private warrants over proceeds			$ 401,625
Redemption of Warrants for Cash When Price Equals or Exceeds $18.00 [Member] \| Class A Common Stock [Member]
Warrants [Abstract]
Share price (in dollars per share)			$ 18
Warrant redemption price (in dollars per share)			$ 0.01
Threshold trading days			20 days
Threshold consecutive trading days			30 days
Redemption period			30 days
Redemption of Warrants for Cash When Price Equals or Exceeds $18.00 [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Warrants [Abstract]
Notice period to redeem warrants			30 days
Redemption of Warrants for Cash When Price Equals or Exceeds $10.00 [Member] \| Class A Common Stock [Member]
Warrants [Abstract]
Share price (in dollars per share)			$ 10
Warrant redemption price (in dollars per share)			$ 0.1
Redemption of Warrants for Cash When Price Equals or Exceeds $10.00 [Member] \| Class A Common Stock [Member] \| Minimum [Member]
Warrants [Abstract]
Notice period to redeem warrants			30 days

FAIR VALUE MEASUREMENTS, Liabil

FAIR VALUE MEASUREMENTS, Liabilities Measured at Fair Value (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Liabilities [Abstract]
Warrant liability	$ 214,725	$ 9,584,400
Over-allotment option	0	325,831
Recurring [Member] \| Level 1 [Member]
Assets [Abstract]
Investments held in Trust Account	228,961,837	203,000,654
Recurring [Member] \| Level 1 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	111,250
Recurring [Member] \| Level 3 [Member]
Liabilities [Abstract]
Over-allotment option	0	325,831
Recurring [Member] \| Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	$ 103,475	4,684,400
Recurring [Member] \| Level 3 [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrant liability		$ 4,900,000

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Level 3 Financial Assets and Liabilities (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value, beginning of period	$ 0	$ 9,910,231
Initial measurement of warrants	26,239,960
Change in fair value of liabilities	(16,329,729)	(10,306,800)
Fair value at issuance over over-allotment warrants		937,125
Exercise and expiration of over-allotment option		(325,831)
Fair value, end of period	9,910,231	214,725
Level 3 [Member]
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value, beginning of period	0	9,910,231
Initial measurement of warrants	25,819,200
Initial measurement of over-allotment option	420,760
Change in fair value of liabilities		(4,966,800)
Fair value at issuance over over-allotment warrants		937,125
Exercise and expiration of over-allotment option		(325,831)
Transfer of public warrants to Level 1 during the three months ended March 31, 2022		(5,451,250)
Fair value, end of period	9,910,231	103,475
Private Placement Warrants [Member] \| Level 3 [Member]
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Change in fair value of liabilities	(16,234,800)
Over-Allotment Option [Member]
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value, beginning of period	0	325,831
Initial measurement of warrants	420,760
Change in fair value of liabilities	(94,929)	0
Fair value at issuance over over-allotment warrants		0
Exercise and expiration of over-allotment option		(325,831)
Fair value, end of period	325,831	$ 0
Over-Allotment Option [Member] \| Level 3 [Member]
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Change in fair value of liabilities	$ (94,929)

FAIR VALUE MEASUREMENTS, Key In

FAIR VALUE MEASUREMENTS, Key Inputs into Monte Carlo Simulation/Black-Scholes Model (Details)	Dec. 31, 2022 $ / shares shares	Jan. 06, 2022 $ / shares	Dec. 31, 2021 $ / shares
Fair Value Measurements [Abstract]
Expected life of warrants	5 years
Public and Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Probability of business combination	0.01	0.90	0.90
Public Warrants [Member]
Fair Value Measurements [Abstract]
Sale of units (in shares) \| shares	0.5
Class A Common Stock [Member]
Fair Value Measurements [Abstract]
Sale of units (in shares) \| shares	1
Stock Price [Member] \| Public and Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input \| $ / shares	10.11	9.72	9.72
Exercise Price [Member] \| Public and Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input \| $ / shares	11.5	11.5	11.5
Risk-free Interest Rate [Member] \| Over-Allotment Option [Member]
Fair Value Measurements [Abstract]
Measurement input			0.0003
Risk-free Interest Rate [Member] \| Public and Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0399	0.0126	0.0126
Expected Life [Member] \| Over-Allotment Option [Member]
Fair Value Measurements [Abstract]
Expected life of warrants			25 days
Expected Life [Member] \| Public and Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Expected life of warrants	5 years 4 months 6 days	6 years 8 months 12 days	6 years 8 months 12 days
Expected Volatility of Underlying Shares [Member] \| Over-Allotment Option [Member]
Fair Value Measurements [Abstract]
Measurement input			0.10
Expected Volatility of Underlying Shares [Member] \| Public and Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	0.01	0.10	0.10
Dividend Yield [Member] \| Over-Allotment Option [Member]
Fair Value Measurements [Abstract]
Measurement input			0
Dividend Yield [Member] \| Public and Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0	0

FAIR VALUE MEASUREMENTS, Chan_2

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value, beginning of period	$ 0	$ 9,910,231
Initial measurement of warrants	26,239,960
Issuance upon exercise of over-allotment option		937,125
Change in fair value	$ (16,329,729)	(10,306,800)
Exercise and expiration of over-allotment option		$ (325,831)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in fair value of derivative warrant liabilities	Change in fair value of derivative warrant liabilities
Fair value, end of period	$ 9,910,231	$ 214,725
Over-allotment Liability [Member]
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value, beginning of period	0	325,831
Initial measurement of warrants	420,760
Issuance upon exercise of over-allotment option		0
Change in fair value	(94,929)	0
Exercise and expiration of over-allotment option		(325,831)
Fair value, end of period	325,831	0
Private Placement Warrants [Member]
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value, beginning of period	0	4,684,400
Initial measurement of warrants	12,619,200
Issuance upon exercise of over-allotment option		385,875
Change in fair value	(7,934,800)	(4,966,800)
Exercise and expiration of over-allotment option		0
Fair value, end of period	4,684,400	103,475
Public Warrants [Member]
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value, beginning of period	0	4,900,000
Initial measurement of warrants	13,200,000
Issuance upon exercise of over-allotment option		551,250
Change in fair value	(8,300,000)	(5,340,000)
Exercise and expiration of over-allotment option		0
Fair value, end of period	$ 4,900,000	$ 111,250

INCOME TAXES, Deferred Tax Asse

INCOME TAXES, Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Asset [Abstract]
Net operating loss	$ 0	$ 34,498
Startup/organizational costs	306,702	45,825
Total deferred tax asset	306,702	80,323
Valuation allowance	(306,702)	(80,323)
Deferred tax asset, net of allowance	0	0
Deferred Tax Liability [Abstract]
Accrued interest	(153,453)	0
Deferred tax liability, net	$ (153,453)	$ 0

INCOME TAXES, Income Tax Provis

INCOME TAXES, Income Tax Provision (Benefit) (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Federal [Abstract]
Current	$ 0	$ 452,773
Deferred	(80,323)	(72,926)
State and Local [Abstract]
Current	0	0
Deferred	0	0
Change in valuation	80,323	226,379
Income tax provision / (benefit)	$ 0	$ 606,226

INCOME TAXES, Reconciliation of

INCOME TAXES, Reconciliation of Statuatory Tax Rate (Details)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Effective Federal Income Tax Rate Reconciliation [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Change in fair value of warrant liability	(22.96%)	(17.90%)
Change in fair value of overallotment liability	(0.17%)	0%
Transaction costs allocable to warrant liability	1.46%	0.04%
Change in valuation allowance	0.67%	1.87%
Income tax provision (benefit)	0%	5.01%