LatAmGrowth SPAC (LATG) 10-K18 Apr 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	Apr. 14, 2023
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-41246
Entity Registrant Name	LatAmGrowth SPAC
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1605340
Entity Address, Address Line One	Pedregal 24
Entity Address, Address Line Two	8th Floor
Entity Address, Address Line Three	Molino del Rey
Entity Address, City or Town	Mexico City
Entity Address, Country	MX
Entity Address, Postal Zip Code	11000
City Area Code	+52
Local Phone Number	55 9178 9015
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
ICFR Auditor Attestation Flag	false
Entity Public Float	$ 0
Entity Ex Transition Period	false
Entity Shell Company	true
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	Houston, TX
Entity Central Index Key	0001868269
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of oneClass A ordinary share, $0.0001 par value, and one-half of one warrant
Trading Symbol	LATGU
Security Exchange Name	NASDAQ
Class A ordinary shares
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares
Trading Symbol	LATG
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		13,000,000
Warrants
Document and Entity Information
Title of 12(b) Security	Warrants
Trading Symbol	LATGW
Security Exchange Name	NASDAQ
Class B ordinary shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		3,250,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 1,103,214
Prepaid expenses	171,080
Total Current Assets	1,274,294
Marketable securities held in Trust Account	134,512,063	$ 0
Deferred offering costs		438,499
Total Assets	135,786,357	438,499
Current Liabilities
Accounts payable and accrued expenses	487,352	402,504
Promissory note - related party		101,530
Due to related party	319
Total Current Liabilities	487,671	504,034
Warrant liabilities	1,728,000
Deferred underwriting commissions	4,550,000
Total Liabilities	6,765,671	504,034
Commitments and Contingencies
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,626
Accumulated deficit	(5,491,702)	(90,535)
Total Shareholders' Deficit	(5,491,377)	(65,535)
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit	135,786,357	438,499
Class A ordinary shares subject to possible redemption
Current Liabilities
Class A ordinary shares subject to possible redemption, 13,000,000 shares and 0 shares at redemption value of $10.35 and $0.00 at December 31, 2022 and 2021, respectively	134,512,063
Class A ordinary shares not subject to possible redemption
Shareholders' Deficit
Ordinary shares	0	0
Class B ordinary shares
Shareholders' Deficit
Ordinary shares	$ 325	$ 374

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical)	12 Months Ended
BALANCE SHEETS (Parenthetical)	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Preference shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A ordinary shares
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	200,000,000	200,000,000
Ordinary shares, shares issued	0	0
Ordinary shares, shares outstanding	0	0
Ratio to be applied to the stock in the conversion	20
Class A ordinary shares subject to possible redemption
Class A ordinary shares subject to possible redemption, shares outstanding	13,000,000	0
Redemption price per share \| $ / shares	$ 10.35	$ 0
Class B ordinary shares
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, shares issued	3,250,000	3,737,500	[1]
Ordinary shares, shares outstanding	3,250,000	3,737,500	[1]
Shares subject to forfeiture	487,500	487,500
Consideration of shares forfeited \| $		$ 0
Ratio to be applied to the stock in the conversion	20	20

[1] Of the 3,737,500 Class B ordinary shares outstanding at December 31, 2021, an aggregate of up to 487,500 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial shareholders would have collectively owned 20% of the Company’s issued and outstanding ordinary shares after the IPO. In March 2022, the Sponsor effected a surrender of the 487,500 founder shares to the Company for no consideration upon expiration of the over-allotment option.

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	7 Months Ended	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Formation and operating costs	$ 90,535	$ 1,350,221
Loss from operations	(90,535)	(1,350,221)
Other income (expense):
Gain (loss) on change in fair value of warrants		9,216,000
Gain on expiration of overallotment option		390,000
Trust interest income		1,912,063
Warrant issuance costs		(335,231)
Total other income, net		11,182,832
Net income (loss)	$ (90,535)	$ 9,832,611
Class A ordinary shares
Other income (expense):
Basic weighted average shares outstanding		12,040,984
Diluted weighted average shares outstanding		12,040,984
Basic net income (loss) per share		$ 0.64
Diluted net income (loss) per share		$ 0.64
Class A ordinary shares subject to possible redemption
Other income (expense):
Basic weighted average shares outstanding		12,040,984
Diluted weighted average shares outstanding		12,040,984
Basic net income (loss) per share		$ 0.64
Diluted net income (loss) per share		$ 0.64
Class B ordinary shares
Other income (expense):
Basic weighted average shares outstanding	3,250,000	3,250,000
Diluted weighted average shares outstanding	3,250,000	3,250,000
Basic net income (loss) per share	$ (0.03)	$ 0.64
Diluted net income (loss) per share	$ (0.03)	$ 0.64

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class B ordinary shares Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at May. 19, 2021	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at May. 19, 2021	0
Increase (Decrease) in Stockholders' Equity
Class B ordinary shares issued to Sponsor for payment of offering costs	$ 374	24,626		25,000
Class B ordinary shares issued to Sponsor for payment of offering costs (in shares)	3,737,500
Net income (loss)			(90,535)	(90,535)
Balance at the end at Dec. 31, 2021	$ 374	24,626	(90,535)	(65,535)
Balance at the end (in shares) at Dec. 31, 2021	3,737,500
Increase (Decrease) in Stockholders' Equity
Net income (loss)			9,832,611	9,832,611
Excess cash received over fair value of private placement warrants		1,896,000		1,896,000
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option	$ (49)	49
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option (in shares)	(487,500)
Remeasurement of Class A ordinary shares to redemption amount		$ (1,920,675)	(15,233,778)	(17,154,453)
Balance at the end at Dec. 31, 2022	$ 325		$ (5,491,702)	$ (5,491,377)
Balance at the end (in shares) at Dec. 31, 2022	3,250,000

STATEMENTS OF CHANGES IN SHAR_2

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical)	12 Months Ended
	Dec. 31, 2022 shares
Class B ordinary shares \| Over-allotment option
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option (in shares)	487,500

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	7 Months Ended	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities
Net income (loss)	$ (90,535)	$ 9,832,611
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,912,063)
Warrant issuance costs		335,231
Unrealized gain on change in fair value of warrants		(9,216,000)
Gain on expiration of overallotment option		(390,000)
Changes in operating assets and liabilities:
Prepaid expenses		(171,080)
Accounts payable and accrued expenses	90,535	373,391
Due to related party		319
Net cash used in operating activities		(1,147,591)
Cash flows from investing Activities
Principal deposited in Trust Account		(132,600,000)
Net cash used in investing activities		(132,600,000)
Cash flows from financing Activities
Proceeds from initial public offering, net of underwriters' discount		127,400,000
Proceeds from private placement		7,900,000
Payment of Sponsor promissory note		(142,350)
Payment of deferred offering costs		(306,845)
Net cash provided by financing activities		134,850,805
Net change in cash		1,103,214
Cash, beginning of the period	0	0
Cash, end of the period	0	1,103,214
Supplemental disclosure of cash flow information:
Deferred offering costs included in accounts payable and accrued offering costs and expenses	402,504	250
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	25,000
Deferred offering costs paid by Sponsor under the promissory note	$ 101,530
Remeasurement of Class A ordinary shares to redemption amount		17,154,453
Deferred underwriting commissions payable charged to additional paid in capital		4,550,000
Deferred offering costs charged to additional paid in capital		497,620
Unexercised overallotment liability charged to APIC		390,000
Reclass of warrant fair value from equity to liability		9,048,000
Initial value of Class A ordinary shares subject to possible redemption		$ 117,357,610

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATION	12 Months Ended
ORGANIZATION AND BUSINESS OPERATION	Dec. 31, 2022
ORGANIZATION AND BUSINESS OPERATION
ORGANIZATION AND BUSINESS OPERATION	NOTE 1— ORGANIZATION AND BUSINESS OPERATION LatAmGrowth SPAC (the “Company”) was incorporated as a Cayman Islands exempted company on May 20, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company, but the Company intends to focus its search on high growth companies in Latin America, including Brazil, as well as businesses located in the United States that cater to the Hispanic community: (1) with significant technological advantages, and/or (2) that are well positioned to benefit from the favorable structural and secular trends of the emerging middle class. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from May 20, 2021 (inception) through December 31, 2022 relates to the Company’s formation and IPO described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is LatAmGrowth Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on January 24, 2022 (the “Effective Date”). On January 27, 2022, the Company consummated the Public Offering of 13,000,000 units, (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $130,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,900,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,900,000, which is discussed in Note 4. Transaction costs amounted to $7,647,620 consisting of $2,600,000 of underwriting discount, $4,550,000 of deferred underwriting discount, and $497,620 of other offering costs. In addition, $2,494,203 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on January 27, 2022, an amount of $132,600,000 ($10.20 per Unit) from the net proceeds of the sale of the public units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company has not completed its initial Business Combination within the time frame to consummate the business combination period (the “Combination Period”) as defined in its amended and restated memorandum and articles of association or during any extended time that the Company has to consummate a Business Combination as a result of a shareholder vote to amend its amended and restated memorandum and articles of association or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations and on conditions described in the Prospectus. The amount in the Trust Account is $10.35 per public share as of March 31, 2023. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. Ordinary shares subject to redemption are recorded at redemption value and classified as temporary equity following the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company’s amended and restated memorandum and articles of association defined in the Combination Period as within 15 months from the closing of the initial public offering, or up to 21 months, if the Company extended the time to complete a Business Combination. On April 13, 2023, the Company convened an Extraordinary General Meeting (the “Extraordinary General Meeting”) virtually, to vote on a proposal to extend the Combination Period from 15 months ending on April 27, 2023 to November 27, 2023 (the “Extension Amendment Proposal”). This proposal was passed, which gives the Company an additional 7 months to consummate its Business Combination under the Combination Period. Additionally, at the Extraordinary General Meeting, holders of public shares were afforded the opportunity to require the Company to redeem their public shares for their pro rata share of the trust account. 7,399,517 of the 13,000,000 public shares were redeemed at a redemption price of approximately $10.469 per share, leaving 5,600,483 public shares remaining outstanding. Following this redemption, the balance in the trust account was approximately $58.6 million. The Company also issued a non-interest bearing non-convertible unsecured promissory note to the sponsor for a principal amount of up to $1,050,000 to fund the contributions to the Company’s trust account in connection with the Extension Amendment and the Trust Amendment. If the Company has not consummated the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Company’s amended and restated memorandum and articles of association stated that a Business Combination would proceed only if the Company had net tangible assets of at least $5,000,001 prior to or upon such Business Combination. At the Extraordinary General Meeting, in addition to the Extension Amendment Proposal, a proposal was made and passed to remove the net tangible asset requirement. The Sponsor and each member of the management team have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. 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 Marcum LLP, 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 entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot provide assurance that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.20 per public share. In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Going Concern Considerations As of December 31, 2022, the Company had $1,103,214 cash on hand and working capital of $786,623. On January 27, 2022, the Company consummated its IPO of 13,000,000 units, at $10.00 per unit, generating gross proceeds of $130.0 million. Simultaneously with the closing of the Company’s IPO, it consummated the sale of 7,900,000 private placement warrants at a price of $1.00 per private placement warrant in a private placement to its Sponsor, generating gross proceeds of $7.9 million. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. At the IPO date, cash of $2,494,203 in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. The Company believes that the $1.1 million in cash held outside the trust account will be sufficient to allow the Company to operate until either the consummation of a business combination or the mandatory liquidation date; however, if the Company’s estimate of the costs of undertaking in-depth due diligence and negotiating the business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. As such, the Company cannot provide assurance that the cash held outside the trust account will be sufficient to meet its financial obligations over a period of one year from the issuance of its financial statements. Until consummation of its initial Business Combination, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company can raise additional capital through Working Capital Loans from the Sponsor, an affiliate of the Sponsor, certain of the Company’s officers and directors, or through loans from third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide assurance that new financing will be available to it on commercially acceptable terms, if at all. On April 13, 2023, at the Extraordinary General Meeting, in connection with the approval of the Extension Amendment Proposal, the Sponsor has agreed to contribute into the trust account the lesser of (x) an aggregate of $150,000 or (y) $0.0375 per share for each public share that was not redeemed at the Extraordinary General Meeting for each monthly period (commencing April 27, 2023) or prior thereof, until the earlier of the completion of the initial business combination and November 27, 2023. The Company also issued a non-interest bearing non-convertible unsecured promissory note to the sponsor for a principal amount of up to $1,050,000 to fund the contributions to the Company’s trust account in connection with the Extension Amendment and Trust Amendment. If a business combination is not consummated by the required date and the Company is unable to obtain the funding to extend the business combination period beyond the initial deadline, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB ASU 2014-15, management has determined that the cash and working capital need, including mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Consideration of IR Act Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	NOTE 2— SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. 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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. The Company held cash of $1,103,214 and $0 as of December 31, 2022 and 2021, respectively. Marketable Securities Held in Trust Account At December 31, 2022 and 2021, the Company held $134,512,063 and $0, respectively, in the Trust Account which consisted entirely of funds which invest only in cash and U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Dividend income from securities in the Trust Account is included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. Unrealized gains and losses resulting from the change in fair value of investments held in Trust Account are included in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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. Derivative Financial Instruments and Warrant and Over-allotment Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity and measurement of fair value is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities and overallotment option have been allocated based on their relative fair value of total proceeds and are recognized in the statements of operations as incurred. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or the creation of current liabilities. The Company accounts for warrants and over-allotment as either equity-classified or liability-classified instruments based on an assessment of the warrant and over-allotment option’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and over-allotment option are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and over-allotment option meet all of the requirements for equity classification under ASC 815, including whether the warrants and over-allotment option are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant and over-allotment option issuance and as of each subsequent quarterly period end date while the warrants and over-allotment option are outstanding. For warrants and over-allotment option that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants and over-allotment that do not meet all the criteria for equity classification, they are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants and over-allotment option are recognized as a non-cash gain or loss on the statements of operations. The Company accounted for the Public Warrants (see Note 3), Private Placement Warrants (see Note 4) (together with the Public Warrants, the “Warrants”) and over-allotment option (Note 6) in accordance with the guidance contained in ASC 815-40. The Warrants and over-allotment are not considered indexed to the Company’s own ordinary shares, and as such, they do not meet the criteria for equity treatment and are recorded as liabilities. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB 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. There were no unrecognized tax benefits as of December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) per Share We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At December 31, 2022 and 2021, weighted average shares were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. At December 31, 2022 and 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income per share is the same as basic income per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Period from May 20, 2021 For the Year (Inception) Ended Through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 7,742,753 $ 2,089,858 $ — $ (90,535) Denominator: Weighted average shares outstanding 12,040,984 3,250,000 — 3,250,000 Basic and diluted net income (loss) per share $ 0.64 $ 0.64 $ — $ (0.03) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in temporary equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,647,620 as a result of the IPO (consisting of $2,600,000 of underwriting fees, $4,550,000 of deferred underwriting fees, and $497,620 of other offering costs). The Company recorded $7,253,390 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $335,231 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment option that were classified as liabilities. Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. As of December 31, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 17,154,453 Class A ordinary shares subject to possible redemption as of December 31, 2022 134,512,063 Redeemable Share Classification The Company’s ordinary shares that will be sold as part of the Units in the IPO (“public ordinary shares”) contain a redemption feature which allows for the redemption of such public shares in connection with a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary shares sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public ordinary shares classified as temporary equity, and the Public Warrants will be considered a derivative liability and as such, the fair value of the Public Warrants is bifurcated and presented as a liability. The public ordinary shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3— INITIAL PUBLIC OFFERING On January 27, 2022, the Company consummated its IPO of 13,000,000 units at $10.00 per Unit, generating gross proceeds of $130,000,000. Each Unit consists of one Class A ordinary share and one

PRIVATE PLACEMENT WARRANTS

PRIVATE PLACEMENT WARRANTS	12 Months Ended
PRIVATE PLACEMENT WARRANTS	Dec. 31, 2022
PRIVATE PLACEMENT WARRANTS
PRIVATE PLACEMENT WARRANTS	NOTE 4— PRIVATE PLACEMENT WARRANTS Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,900,000 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”), for an aggregate purchase price of $7,900,000. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5— RELATED PARTY TRANSACTIONS Founder Shares On June 2, 2021, the Sponsor paid $25,000, or approximately $0.007 per share, to cover certain offering costs in consideration for 3,737,500 Class B ordinary shares, par value $0.0001. Up to 487,500 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. In March 2022, the Sponsor effected a surrender of the 487,500 founder shares to the Company for no consideration upon expiration of the over-allotment option. The holders of the Company’s founder shares prior to the IPO (the “initial shareholders”) have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any founder shares (Lock-up). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. The sale or allocation of the Founders Shares to the Company’s director nominees and affiliates of its Sponsor group, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 22,000 shares transferred to the Company’s consultants on April 1, 2022 was $101,640 or $4.62 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Promissory Note—Related Party On June 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and are due at the earlier of June 15, 2022 or the closing of the IPO. At the IPO date, the Company paid $142,350 to the Sponsor in full repayment of the promissory note. As of December 31, 2022 and 2021, the Company had borrowed $0 and $101,530 under the Promissory Note, respectively. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans.

COMMITMENTS & CONTINGENCIES

COMMITMENTS & CONTINGENCIES	12 Months Ended
COMMITMENTS & CONTINGENCIES	Dec. 31, 2022
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES	NOTE 6— COMMITMENTS & CONTINGENCIES Registration and Shareholder Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans have registration rights to require the Company to use its best efforts to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters received a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $4,550,000, upon the completion of the Company’s initial Business Combination. Forward Purchase Agreement An affiliate of the Sponsor (the “Sponsor Affiliate”) entered into a forward purchase agreement with the Company in connection with the IPO that provides for the purchase by the Sponsor Affiliate of an aggregate of up to 4,000,000 units, each consisting of one Class A ordinary share and one The forward purchase shares are identical to the Class A ordinary shares included in the units sold in the IPO, except that pursuant to the forward purchase agreement, they are not transferable, assignable or salable until 30 days after the completion of our initial business combination, subject to limited exceptions. The forward purchase warrants have the same terms as the private placement warrants.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	12 Months Ended
SHAREHOLDERS' DEFICIT	Dec. 31, 2022
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 7— SHAREHOLDERS’ DEFICIT Preference shares Class A ordinary shares Class B ordinary shares issued outstanding Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 8— FAIR VALUE MEASUREMENTS The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2022 and indicates the Level 3 fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. At December 31, 2021, the Company had no financial assets and liabilities measured at fair value. Quoted Significant Significant Prices in Other Other Active Observable Unobservable Markets Inputs Inputs December 31, 2022 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 780,000 $ 780,000 $ — $ — Warrant liabilities – Private Placement Warrants 948,000 — 948,000 — $ 1,728,000 $ 780,000 $ 948,000 $ — The Public Warrants and the Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheets. The warrant liabilities were measured at fair value at inception and remeasured on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The overallotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheets from January 27, 2022 up to its expiration on March 10, 2022. The overallotment liability was measured at fair value at inception. The expiration of the overallotment resulted in a gain of $390,000 which is presented within gain on expiration of overallotment option in the statements of operations. The Company used a Binomial Option Pricing Model to value the Private Placement Warrants and a Black-Scholes model to value the overallotment option. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one At December 31, 2022, the Company used the quoted price on Nasdaq to establish the fair value of the Public Warrants and transferred the Public Warrants from Level 3 to Level 1 due to the use of observable inputs. The key inputs into the Black-Scholes model of the overallotment option were as follows at inception date: Input January 27, 2022 Risk-free interest rate 0.08 % Expected term (years) 0.13 Expected volatility 3.80 % Exercise price $ 10.00 Fair value of overallotment unit $ 0.20 The Private Warrants were transferred to a Level 2 from a Level 3 during the year ended December 31, 2022, due to the use of an observable market quote for a similar asset in an active market. At December 31, 2022 the Company’s Public Warrant pricing was used to price the Private Warrants. The key inputs into the Binomial Option Pricing Model of the Private Placement Warrants were as follows at January 27, 2022 (initial measurement date): Input January 27, 2022 Risk-free interest rate 1.26 % Expected term (years) 4.5 Expected volatility 15.0 % Exercise price $ 11.50 Stock price $ 9.62 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Private Placement Public Total Warrant Overallotment Warrants Warrants Liabilities Liability Fair value at December 31, 2021 $ — $ — $ — $ — Initial measurement at January 27, 2022 6,004,000 4,940,000 10,944,000 390,000 Expiration of overallotment option on March 10, 2022 — — — (390,000) Change in fair value of warrant liabilities (5,056,000) (3,347,500) (8,403,500) — Transfer to Level 1 — (1,592,500) (1,592,500) — Transfer to Level 2 (948,000) — (948,000) — Fair value at December 31, 2022 $ — $ — $ — $ — As of December 31, 2021, the Company had no warrant liabilities measured at fair value.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9—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, except as noted below, that would have required adjustment or disclosure in the financial statements. On April 13, 2023, the Company convened an Extraordinary General Meeting (the “Extraordinary General Meeting”) virtually, solely with respect to voting on 1) the proposal to extend the date by which the Company must complete its initial business combination from April 27, 2023 to November 27, 2023 (the “Extension Amendment Proposal”), 2) the proposal to amend the Investment Management Trust Agreement, dated January 24, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend, on a month to month basis, the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination, from April 27, 2023 to up to November 27, 2023 by depositing into the trust account the lesser of $150,000 or $0.0375 per public share that remains outstanding and is not redeemed in connection with the Extension Amendment per calendar month commencing on April 27, 2023 (the “Trust Amendment Proposal”), 3) the proposal to amend our amended and restated memorandum and articles of association to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares on a one-for-one basis prior to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment Proposal”), 4) the proposal to remove the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal” and together with the Extension Limitation Proposal, the Trust Amendment Proposal the Founder Share Amendment Proposal and the Extension Amendment Proposal, the “Proposals”). In connection with the Proposals, holders of public shares were afforded the opportunity to require the Company to redeem their public shares for their pro rate share of the trust account. 7,399,517 out of the 13,000,000 public shares were redeemed at a redemption price of approximately $10.469 per share, leaving 5,600,483 public shares remaining outstanding. Following this redemption, the balance in the trust account was approximately $58.6 million. The Company also issued a non-interest bearing non-convertible unsecured promissory note to the sponsor for a principal amount of up to $1,050,000 to fund the contributions to the Company’s trust account in connection with the Extension Amendment and the Trust Amendment.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	12 Months Ended
	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
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 Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. The Company held cash of $1,103,214 and $0 as of December 31, 2022 and 2021, respectively.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2022 and 2021, the Company held $134,512,063 and $0, respectively, in the Trust Account which consisted entirely of funds which invest only in cash and U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Dividend income from securities in the Trust Account is included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. Unrealized gains and losses resulting from the change in fair value of investments held in Trust Account are included in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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.
Derivative Financial Instruments and Warrant and Over-allotment Liability	Derivative Financial Instruments and Warrant and Over-allotment Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity and measurement of fair value is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities and overallotment option have been allocated based on their relative fair value of total proceeds and are recognized in the statements of operations as incurred. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or the creation of current liabilities. The Company accounts for warrants and over-allotment as either equity-classified or liability-classified instruments based on an assessment of the warrant and over-allotment option’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and over-allotment option are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and over-allotment option meet all of the requirements for equity classification under ASC 815, including whether the warrants and over-allotment option are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant and over-allotment option issuance and as of each subsequent quarterly period end date while the warrants and over-allotment option are outstanding. For warrants and over-allotment option that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants and over-allotment that do not meet all the criteria for equity classification, they are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants and over-allotment option are recognized as a non-cash gain or loss on the statements of operations. The Company accounted for the Public Warrants (see Note 3), Private Placement Warrants (see Note 4) (together with the Public Warrants, the “Warrants”) and over-allotment option (Note 6) in accordance with the guidance contained in ASC 815-40. The Warrants and over-allotment are not considered indexed to the Company’s own ordinary shares, and as such, they do not meet the criteria for equity treatment and are recorded as liabilities.
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB 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. There were no unrecognized tax benefits as of December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Net Income (Loss) Per Share	Net Income (Loss) per Share We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At December 31, 2022 and 2021, weighted average shares were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. At December 31, 2022 and 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income per share is the same as basic income per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Period from May 20, 2021 For the Year (Inception) Ended Through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 7,742,753 $ 2,089,858 $ — $ (90,535) Denominator: Weighted average shares outstanding 12,040,984 3,250,000 — 3,250,000 Basic and diluted net income (loss) per share $ 0.64 $ 0.64 $ — $ (0.03)
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in temporary equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,647,620 as a result of the IPO (consisting of $2,600,000 of underwriting fees, $4,550,000 of deferred underwriting fees, and $497,620 of other offering costs). The Company recorded $7,253,390 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $335,231 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment option that were classified as liabilities.
Class A Shares Subject to Possible Redemption	Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. As of December 31, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 17,154,453 Class A ordinary shares subject to possible redemption as of December 31, 2022 134,512,063
Redeemable Share Classification	Redeemable Share Classification The Company’s ordinary shares that will be sold as part of the Units in the IPO (“public ordinary shares”) contain a redemption feature which allows for the redemption of such public shares in connection with a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary shares sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public ordinary shares classified as temporary equity, and the Public Warrants will be considered a derivative liability and as such, the fair value of the Public Warrants is bifurcated and presented as a liability. The public ordinary shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables)	12 Months Ended
	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Schedule of reconciliation of basic and diluted net income per share for each class of ordinary shares	For the Period from May 20, 2021 For the Year (Inception) Ended Through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 7,742,753 $ 2,089,858 $ — $ (90,535) Denominator: Weighted average shares outstanding 12,040,984 3,250,000 — 3,250,000 Basic and diluted net income (loss) per share $ 0.64 $ 0.64 $ — $ (0.03)
Schedule of reconciliation Class A ordinary shares reflected on the balance sheet	As of December 31, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 17,154,453 Class A ordinary shares subject to possible redemption as of December 31, 2022 134,512,063

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Schedule of company's liabilities that are measured at fair value	Quoted Significant Significant Prices in Other Other Active Observable Unobservable Markets Inputs Inputs December 31, 2022 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 780,000 $ 780,000 $ — $ — Warrant liabilities – Private Placement Warrants 948,000 — 948,000 — $ 1,728,000 $ 780,000 $ 948,000 $ —
Schedule of quantitative information regarding Level 3 fair value measurements inputs	Input January 27, 2022 Risk-free interest rate 0.08 % Expected term (years) 0.13 Expected volatility 3.80 % Exercise price $ 10.00 Fair value of overallotment unit $ 0.20 Input January 27, 2022 Risk-free interest rate 1.26 % Expected term (years) 4.5 Expected volatility 15.0 % Exercise price $ 11.50 Stock price $ 9.62
Schedule of changes in the fair value of the warrant liabilities	Private Placement Public Total Warrant Overallotment Warrants Warrants Liabilities Liability Fair value at December 31, 2021 $ — $ — $ — $ — Initial measurement at January 27, 2022 6,004,000 4,940,000 10,944,000 390,000 Expiration of overallotment option on March 10, 2022 — — — (390,000) Change in fair value of warrant liabilities (5,056,000) (3,347,500) (8,403,500) — Transfer to Level 1 — (1,592,500) (1,592,500) — Transfer to Level 2 (948,000) — (948,000) — Fair value at December 31, 2022 $ — $ — $ — $ —

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATION (Details) - USD ($)				12 Months Ended
ORGANIZATION AND BUSINESS OPERATION (Details) - USD ($)	Apr. 23, 2023	Apr. 13, 2023	Jan. 27, 2022	Dec. 31, 2022	Mar. 31, 2023	Dec. 31, 2021
ORGANIZATION AND BUSINESS OPERATION
Proceeds from private placement				$ 7,900,000
Transaction costs			$ 7,647,620
Underwriting discount			2,600,000
Deferred underwriting discount			4,550,000
Other offering costs			497,620
Cash held outside of the trust account			$ 2,494,203	$ 1,103,214
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account				80%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction Company to complete Business Combination				50%
Share price				$ 10.20	$ 10.35
Redemption of shares calculated based on business days prior to consummation of business combination (in days)				185 days
Period to consummate the initial Business Combination				15 months
Period to consummate the initial Business Combination, if time extend to Complete Business Combination				21 months
Trust account balance amount				$ 134,512,063		$ 0
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)				100%
Threshold business days for redemption of public shares				10 days
Maximum net interest to pay dissolution expenses				$ 100,000
Cash on hand				1,103,214		$ 0
Working capital				786,623
Cash held outside the trust account				$ 1,100,000
Subsequent Event
ORGANIZATION AND BUSINESS OPERATION
Number of units sold	13,000,000	13,000,000
Number of public shares redeemed	7,399,517	7,399,517
Redemption price per share	$ 10.469	$ 10.469
Number of public shares remaining outstanding	5,600,483	5,600,483
Trust account balance amount	$ 58,600,000	$ 58,600,000
Net tangible assets		5,000,001
Aggregate contribution of Sponsor		$ 150,000
Maximum contribution per share		$ 0.0375
Principal amount		$ 1,050,000
Initial public offering
ORGANIZATION AND BUSINESS OPERATION
Number of units sold			13,000,000
Purchase price, per unit			$ 10
Gross proceeds from issuance initial public offering			$ 130,000,000
Cash held outside of the trust account			2,494,203
Net proceeds from issuance initial public offering			$ 132,600,000
Share price			$ 10.20
Private placement \| Private Placement Warrants
ORGANIZATION AND BUSINESS OPERATION
Number of warrants issued			7,900,000
Price of warrant			$ 1
Proceeds from private placement			$ 7,900,000

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details) - USD ($)			12 Months Ended
	Apr. 23, 2023	Apr. 13, 2023	Dec. 31, 2022	Jan. 27, 2022	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Cash equivalents			$ 0		$ 0
Cash held			1,103,214		0
Marketable securities held in Trust Account			134,512,063		$ 0
Unrecognized tax benefits			0
Unrecognized tax benefits accrued for interest and penalties			0
Offering costs				$ 7,647,620
Underwriting fees				2,600,000
Deferred underwriting fees				4,550,000
Other offering costs				$ 497,620
Offering costs as a reduction of temporary equity			7,253,390
Warrant issuance costs			$ 335,231
Subsequent Event
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Number of units sold	13,000,000	13,000,000
Marketable securities held in Trust Account	$ 58,600,000	$ 58,600,000
Class B ordinary shares
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Shares subject to forfeiture			487,500		487,500

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION - Reconciliation of basic and diluted net income per share for each class of ordinary shares (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A ordinary shares
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Allocation of net (loss) income		$ 7,742,753
Weighted average shares outstanding, basic		12,040,984
Weighted average shares outstanding, diluted		12,040,984
Basic net income (loss) per share		$ 0.64
Diluted net income (loss) per share		$ 0.64
Class B ordinary shares
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Allocation of net (loss) income	$ (90,535)	$ 2,089,858
Weighted average shares outstanding, basic	3,250,000	3,250,000
Weighted average shares outstanding, diluted	3,250,000	3,250,000
Basic net income (loss) per share	$ (0.03)	$ 0.64
Diluted net income (loss) per share	$ (0.03)	$ 0.64

SIGNIFICANT ACCOUNTING POLICI_6

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION - Reconciliation Class A ordinary shares reflected on the balance sheet (Details) - Class A ordinary shares subject to possible redemption - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Gross proceeds from IPO	$ 130,000,000
Fair value of proceeds allocated to Public Warrants	(4,940,000)
Fair value of proceeds allocated to overallotment liability	(390,000)
Class A ordinary shares issuance cost	$ (7,312,390)
Remeasurement of Class A ordinary shares subject to possible redemption		$ 17,154,453
Class A ordinary shares subject to possible redemption		$ 134,512,063

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)				12 Months Ended
INITIAL PUBLIC OFFERING (Details) - USD ($)	Apr. 23, 2023	Apr. 13, 2023	Jan. 27, 2022	Dec. 31, 2022
Subsequent Event
Initial Public Offering
Number of units sold	13,000,000	13,000,000
Public Warrants
Initial Public Offering
Number of warrants in a unit				0.50
Public Warrants expiration term after the completion of a business combination				30 days
Public Warrants expiration term				5 years
Initial public offering
Initial Public Offering
Number of units sold			13,000,000
Purchase price, per unit			$ 10
Gross proceeds from issuance initial public offering			$ 130,000,000
Number of shares in a unit			1
Number of shares issuable per warrant			1
Initial public offering \| Public Warrants
Initial Public Offering
Number of warrants in a unit			0.50
Exercise price of warrants			$ 11.50

PRIVATE PLACEMENT WARRANTS (Det

PRIVATE PLACEMENT WARRANTS (Details) - USD ($)		12 Months Ended
PRIVATE PLACEMENT WARRANTS (Details) - USD ($)	Jan. 27, 2022	Dec. 31, 2022
PRIVATE PLACEMENT WARRANTS
Aggregate purchase price		$ 7,900,000
Private placement \| Private Placement Warrants
PRIVATE PLACEMENT WARRANTS
Number of warrants issued	7,900,000
Price of warrants	$ 1
Aggregate purchase price	$ 7,900,000
Warrants to be transferred, assigned or sold, term		30 days

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)				1 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Apr. 01, 2022 USD ($) $ / shares shares	Mar. 10, 2022 USD ($)	Jun. 02, 2021 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) shares	Dec. 31, 2022 D $ / shares shares	Mar. 31, 2023 $ / shares	Dec. 31, 2021 $ / shares shares
RELATED PARTY TRANSACTIONS
Consideration of shares surrendered for cancellation \| $				$ 0
Price per share					$ 10.20	$ 10.35
Class B ordinary shares
RELATED PARTY TRANSACTIONS
Common shares, par value (per share)					$ 0.0001		$ 0.0001
Shares subject to forfeiture \| shares					487,500		487,500
Consideration of shares surrendered for cancellation \| $		$ 0
Founder shares
RELATED PARTY TRANSACTIONS
Restrictions on transfer period of time after business combination completion					1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)					$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D					20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D					30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days
Founder shares \| Maximum
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture \| shares			487,500
Founder shares \| Sponsor
RELATED PARTY TRANSACTIONS
Number of shares surrendered for cancellation \| shares				487,500
Consideration of shares surrendered for cancellation \| $				$ 0
Number of shares transferred \| shares	22,000
Fair value \| $	$ 101,640
Price per share	$ 4.62
Founder shares \| Sponsor \| Class B ordinary shares
RELATED PARTY TRANSACTIONS
Consideration received \| $			$ 25,000
Purchase price, per unit			$ 0.007
Number of shares issued \| shares			3,737,500
Common shares, par value (per share)			$ 0.0001

RELATED PARTY TRANSACTIONS - Pr

RELATED PARTY TRANSACTIONS - Promissory Note - Related Party (Details) - USD ($)		12 Months Ended
	Jan. 27, 2022	Dec. 31, 2022	Dec. 31, 2021	Jun. 02, 2021
RELATED PARTY TRANSACTIONS
Repayment of promissory note - related party		$ 142,350
Promissory note - related party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note				$ 300,000
Repayment of promissory note - related party	$ 142,350
Outstanding balance of related party note		$ 0	$ 101,530

RELATED PARTY TRANSACTIONS - Wo

RELATED PARTY TRANSACTIONS - Working Capital Loans (Details) - Working capital loans - USD ($)	Dec. 31, 2022	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
Working Capital Loans convertible into warrants	$ 1,500,000
Price of warrant	$ 1
Outstanding balance of related party note	$ 0	$ 0

COMMITMENTS & CONTINGENCIES (De

COMMITMENTS & CONTINGENCIES (Details)		12 Months Ended
COMMITMENTS & CONTINGENCIES (Details)	Jan. 27, 2022 USD ($) shares	Dec. 31, 2022 USD ($) item shares
COMMITMENTS & CONTINGENCIES
Maximum number of demands for registration of securities \| item		3
Deferred underwriting discount \| $	$ 4,550,000
Class A ordinary shares
COMMITMENTS & CONTINGENCIES
Number of shares in a unit		1
Underwriting agreement
COMMITMENTS & CONTINGENCIES
Underwriters Option Period	45 days
Number of units sold	1,950,000
Cash underwriting discount, percentage		2%
Underwriter cash discount \| $		$ 2,600,000
Deferred Underwriting Discount, Percentage		3.50%
Deferred underwriting discount \| $		$ 4,550,000
Forward purchase agreement \| Sponsor Affiliate
COMMITMENTS & CONTINGENCIES
Number of units sold		4,000,000
Number of warrants in a unit		0.50
Gross proceeds from issuance of Units \| $		$ 40,000,000
Number of Units purchased		4,000,000
Forward purchase agreement \| Class A ordinary shares \| Sponsor Affiliate
COMMITMENTS & CONTINGENCIES
Number of shares in a unit		1

SHAREHOLDERS' DEFICIT - Preferr

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

SHAREHOLDERS' DEFICIT - Common

SHAREHOLDERS' DEFICIT - Common Stock Shares (Details)		1 Months Ended	12 Months Ended
SHAREHOLDERS' DEFICIT - Common Stock Shares (Details)	Mar. 10, 2022 USD ($) shares	Mar. 31, 2022 USD ($) shares	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
SHAREHOLDERS' DEFICIT
Number of founder shares surrendered		487,500
Consideration of shares surrendered for cancellation \| $		$ 0
Class A ordinary shares
SHAREHOLDERS' DEFICIT
Common shares, shares authorized (in shares)			200,000,000	200,000,000
Common shares, par value (per share) \| $ / shares			$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)			0	0
Common shares, shares outstanding (in shares)			0	0
Ratio to be applied to the stock in the conversion			20
Class A ordinary shares subject to possible redemption
SHAREHOLDERS' DEFICIT
Class A common stock subject to possible redemption, outstanding (in shares)			13,000,000	0
Class A ordinary shares not subject to possible redemption
SHAREHOLDERS' DEFICIT
Common shares, shares issued (in shares)			0	0
Common shares, shares outstanding (in shares)			0	0
Class B ordinary shares
SHAREHOLDERS' DEFICIT
Common shares, shares authorized (in shares)			20,000,000	20,000,000
Common shares, par value (per share) \| $ / shares			$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote			1
Common shares, shares issued (in shares)			3,250,000	3,737,500	[1]
Common shares, shares outstanding (in shares)			3,250,000	3,737,500	[1]
Shares subject to forfeiture			487,500	487,500
Consideration of shares forfeited \| $				$ 0
Ratio to be applied to the stock in the conversion			20	20
Number of founder shares surrendered	487,500
Consideration of shares surrendered for cancellation \| $	$ 0

[1] Of the 3,737,500 Class B ordinary shares outstanding at December 31, 2021, an aggregate of up to 487,500 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial shareholders would have collectively owned 20% of the Company’s issued and outstanding ordinary shares after the IPO. In March 2022, the Sponsor effected a surrender of the 487,500 founder shares to the Company for no consideration upon expiration of the over-allotment option.

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	12 Months Ended
FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2022 USD ($) shares
Liabilities, Fair Value Disclosure
Warrant liabilities	$ 1,728,000
Gain on expiration of overallotment option	$ 390,000
Public Warrants
Liabilities, Fair Value Disclosure
Number of warrants in a unit \| shares	0.50
Recurring
Liabilities, Fair Value Disclosure
Warrant liabilities	$ 1,728,000
Recurring \| Public Warrants
Liabilities, Fair Value Disclosure
Warrant liabilities	780,000
Recurring \| Private Placement Warrants
Liabilities, Fair Value Disclosure
Warrant liabilities	$ 948,000
Class A ordinary shares
Liabilities, Fair Value Disclosure
Number of shares in a unit \| shares	1
Level 1 \| Recurring
Liabilities, Fair Value Disclosure
Warrant liabilities	$ 780,000
Level 1 \| Recurring \| Public Warrants
Liabilities, Fair Value Disclosure
Warrant liabilities	780,000
Level 2 \| Recurring
Liabilities, Fair Value Disclosure
Warrant liabilities	948,000
Level 2 \| Recurring \| Private Placement Warrants
Liabilities, Fair Value Disclosure
Warrant liabilities	$ 948,000

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Jan. 27, 2022 Y $ / shares
Risk-free interest rate \| Black-Scholes Model
FAIR VALUE MEASUREMENTS
Derivative Liability, Measurement Input	0.0008
Risk-free interest rate \| Binomial Option Pricing Model
FAIR VALUE MEASUREMENTS
Derivative Liability, Measurement Input	0.0126
Expected term (years) \| Black-Scholes Model
FAIR VALUE MEASUREMENTS
Derivative Liability, Measurement Input \| Y	0.13
Expected term (years) \| Binomial Option Pricing Model
FAIR VALUE MEASUREMENTS
Derivative Liability, Measurement Input \| Y	4.5
Expected volatility \| Black-Scholes Model
FAIR VALUE MEASUREMENTS
Derivative Liability, Measurement Input	0.0380
Expected volatility \| Binomial Option Pricing Model
FAIR VALUE MEASUREMENTS
Derivative Liability, Measurement Input	0.150
Exercise price \| Black-Scholes Model
FAIR VALUE MEASUREMENTS
Derivative Liability, Measurement Input	10
Exercise price \| Binomial Option Pricing Model
FAIR VALUE MEASUREMENTS
Derivative Liability, Measurement Input	11.50
Stock price \| Binomial Option Pricing Model
FAIR VALUE MEASUREMENTS
Derivative Liability, Measurement Input	9.62
Fair value of overallotment unit \| Black-Scholes Model
FAIR VALUE MEASUREMENTS
Derivative Liability, Measurement Input	0.20

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	1 Months Ended		10 Months Ended
	Mar. 10, 2022	Jan. 27, 2022	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Fair value at the Beginning		$ 0
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]			Gain On Change In Fair Value Of Warrants
Level 1 \| Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Transfer to Level			$ (1,592,500)
Level 1 \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Transfer to Level			(1,592,500)
Level 2 \| Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Transfer to Level			(948,000)
Level 2 \| Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Transfer to Level			(948,000)
Level 3 \| Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Fair value at the Beginning		0
Initial measurement at January 27, 2022		10,944,000
Change in fair value of warrant liabilities			(8,403,500)
Fair value at the ending			0
Level 3 \| Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Fair value at the Beginning		0
Initial measurement at January 27, 2022		6,004,000
Change in fair value of warrant liabilities			(5,056,000)
Fair value at the ending			0
Level 3 \| Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Fair value at the Beginning		0
Initial measurement at January 27, 2022		4,940,000
Change in fair value of warrant liabilities			(3,347,500)
Fair value at the ending			0
Level 3 \| Overallotment Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Fair value at the Beginning		0
Initial measurement at January 27, 2022		$ 390,000
Expiration of overallotment option on March 10, 2022	$ (390,000)
Fair value at the ending			$ 0

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Apr. 23, 2023 USD ($) $ / shares shares	Apr. 13, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares
SUBSEQUENT EVENTS
Trust account balance amount \| $			$ 134,512,063	$ 0
Class A ordinary shares
SUBSEQUENT EVENTS
Ordinary shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Class B ordinary shares
SUBSEQUENT EVENTS
Ordinary shares, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Subsequent Event
SUBSEQUENT EVENTS
Aggregate contribution of Sponsor \| $		$ 150,000
Maximum contribution per share \| $ / shares		$ 0.0375
Net tangible assets \| $		$ 5,000,001
Number of units sold \| shares	13,000,000	13,000,000
Number of public shares redeemed \| shares	7,399,517	7,399,517
Redemption price per share \| $ / shares	$ 10.469	$ 10.469
Number of public shares remaining outstanding \| shares	5,600,483	5,600,483
Trust account balance amount \| $	$ 58,600,000	$ 58,600,000
Principal amount \| $		$ 1,050,000
Subsequent Event \| Class A ordinary shares
SUBSEQUENT EVENTS
Conversion ratio		1
Subsequent Event \| Class B ordinary shares
SUBSEQUENT EVENTS
Ordinary shares, par value (in dollars per share) \| $ / shares		$ 0.0001