PepperLime Health Acquisition Corp - Ordinary Shares (PEPL) 10-Q4 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 01, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Transition Report	false
Entity File Number	001-40915
Entity Registrant Name	PEPPERLIME HEALTH ACQUISITION CORPORATION
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1610383
Entity Address, Address Line One	548 Market Street
Entity Address, Address Line Two	Suite 97425
Entity Address, City or Town	San Francisco
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	94104
City Area Code	415
Local Phone Number	263-9939
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001873324
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	PEPLU
Security Exchange Name	NASDAQ
Class A Common Stock
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares included as part of the Units
Trading Symbol	PEPL
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		17,000,000
Redeemable warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Document and Entity Information
Title of 12(b) Security	Redeemable warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	PEPLW
Security Exchange Name	NASDAQ
Class B Common Stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		4,250,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 1,057,077	$ 1,342,403
Restricted cash	25,000	10,000
Prepaid expenses	447,581	759,587
Due from related party	0	17,017
Total current assets	1,529,658	2,129,007
Investments held in Trust Account	172,693,471	171,701,906
Total assets	174,223,129	173,830,913
Current liabilities:
Accounts payable and accrued expenses	456,584	224,400
Total current liabilities	456,584	224,400
Deferred underwriting fee payable	5,950,000	5,950,000
Total Liabilities	6,406,584	6,174,400
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 17,000,000 shares subject to possible redemption at $10.16 per share redemption value as of September 30, 2022 and $10.10 per share redemption value at December 31, 2021	172,693,471	171,700,000
Shareholders' Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(4,877,351)	(4,043,912)
Total Shareholders' Deficit	(4,876,926)	(4,043,487)
Total Liabilities and Shareholders' Deficit	174,223,129	173,830,913
Class A Common Stock Subject to Redemption
Current liabilities:
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 17,000,000 shares subject to possible redemption at $10.16 per share redemption value as of September 30, 2022 and $10.10 per share redemption value at December 31, 2021	172,693,471	171,700,000
Class B Common Stock
Shareholders' Deficit
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,250,000 shares issued and outstanding September 30, 2022 and December 31, 2021	$ 425	$ 425

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock Subject to Redemption
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	500,000,000	500,000,000
Temporary equity, shares, par value	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	500,000,000	500,000,000
Redemption price per share	$ 10.16	$ 10.10
Temporary equity, shares outstanding	17,000,000	17,000,000
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	50,000,000	50,000,000
Common shares, shares issued	4,250,000	4,250,000
Common shares, shares outstanding	4,250,000	4,250,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended			9 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
General and administrative expenses	$ 216,965	$ 25,725	$ 41,230	$ 831,533
Loss from operations	(216,965)	(25,725)	(41,230)	(831,533)
Other income:
Interest earned on investments held in Trust Account	755,321	0	0	991,565
Net income (loss)	$ 538,356	$ (25,725)	$ (41,230)	$ 160,032
Class A Common Stock
Other income:
Weighted average shares outstanding, basic	17,000,000	0	0	17,000,000
Weighted average shares outstanding, diluted	17,000,000	0	0	17,000,000
Basic net income (loss) per ordinary share	$ 0.03	$ 0	$ 0	$ 0.01
Diluted net income (loss) per ordinary share	$ 0.03	$ 0	$ 0	$ 0.01
Class B Common Stock
Other income:
Weighted average shares outstanding, basic	4,250,000	3,750,000	3,750,000	4,250,000
Weighted average shares outstanding, diluted	4,250,000	3,750,000	3,750,000	4,250,000
Basic net income (loss) per ordinary share	$ 0.03	$ (0.01)	$ (0.01)	$ 0.01
Diluted net income (loss) per ordinary share	$ 0.03	$ (0.01)	$ (0.01)	$ 0.01

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A Common Stock Common Stock	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Jun. 28, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jun. 28, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsor		$ 431	24,569
Issuance of Class B ordinary shares to Sponsor (in shares)		4,312,500
Net income (loss)				(15,505)	(15,505)
Balance at the end at Jun. 30, 2021		$ 431	24,569	(15,505)	9,495
Balance at the end (in shares) at Jun. 30, 2021		4,312,500
Balance at the beginning at Dec. 31, 2021		$ 425	0	(4,043,912)	(4,043,487)
Balance at the beginning (in shares) at Dec. 31, 2021		4,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			0	(331,402)	(331,402)
Balance at the end at Mar. 31, 2022		$ 425	0	(4,375,314)	(4,374,889)
Balance at the end (in shares) at Mar. 31, 2022		4,250,000
Balance at the beginning at Dec. 31, 2021		$ 425	0	(4,043,912)	(4,043,487)
Balance at the beginning (in shares) at Dec. 31, 2021		4,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsor					25,000
Net income (loss)					160,032
Balance at the end at Sep. 30, 2022		$ 425	0	(4,877,351)	(4,876,926)
Balance at the end (in shares) at Sep. 30, 2022		4,250,000
Balance at the beginning at Mar. 31, 2022		$ 425	0	(4,375,314)	(4,374,889)
Balance at the beginning (in shares) at Mar. 31, 2022		4,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A ordinary shares to redemption amount			0	(238,150)	(238,150)
Net income (loss)			0	(46,922)	(46,922)
Balance at the end at Jun. 30, 2022		$ 425	0	(4,660,386)	(4,659,961)
Balance at the end (in shares) at Jun. 30, 2022		4,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A ordinary shares to redemption amount			0	(755,321)	(755,321)
Net income (loss)			0	538,356	538,356
Balance at the end at Sep. 30, 2022		$ 425	$ 0	$ (4,877,351)	$ (4,876,926)
Balance at the end (in shares) at Sep. 30, 2022		4,250,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2021	Sep. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ (41,230)	$ 160,032
Adjustments to reconcile income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	0	(991,565)
General and administrative expenses paid by related party under promissory note	1,803	0
Changes in operating assets and liabilities:
Prepaid expenses	25,000	312,006
Due from related party	0	17,017
Accounts payable and accrued expenses	13,881	232,184
Net cash used in operating activities	(546)	(270,326)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	185,000	0
Prefunding of private placement	4,170,444	0
Offering costs paid	(112,298)	0
Net cash provided by financing activities	4,243,146	0
Net Change in Cash	4,242,600	(270,326)
Cash and restricted cash - Beginning of period	0	1,352,403
Cash and restricted cash - End of period	4,242,600	1,082,077
Supplemental disclosure of non-cash investing and financing activities:
Deferred offering costs included in accounts payable	405,750	0
Offering costs included in accrued expenses	41,500	0
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares	$ 25,000	$ 0

CONDENSED STATEMENTS OF CASH _2

CONDENSED STATEMENTS OF CASH FLOWS - Reconciliation of cash and restricted cash - USD ($)	Sep. 30, 2022	Sep. 30, 2021
Reconciliation of cash and restricted cash from the condensed balance sheet to amount presented in the condensed statement of cash flows:
Cash	$ 1,057,077	$ 4,232,600
Restricted cash	25,000	10,000
Total cash and restricted cash	$ 1,082,077	$ 4,242,600

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Sep. 30, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS PepperLime Health Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 29, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of September 30, 2022, the Company had not yet commenced operations. All activity for the period from June 29, 2021 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the investments held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is PepperOne LLC, a Cayman Islands limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 14, 2021. On October 19, 2021, the Company consummated its Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150.0 million (as discussed in Note 3), and incurring offering costs of approximately $16.9 million, of which $5.3 million was for deferred underwriting commissions (as discussed in Note 6). There was $7.986 million of excess of fair value over price paid for Founder Shares sold to certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary shares at an exercise price of $11.50 per share, subject to adjustment. The Company granted the underwriters a 45-day option to purchase up to 2,250,000 Units, at $10.00 per Unit, to cover over-allotments, if any. On October 29, 2021, the Company issued an additional 2,000,000 units (the “Over-Allotment Units”) pursuant to the partial exercise by the underwriters of their over-allotment option in connection with the IPO, generating gross proceeds of $20.0 million (the “Over-Allotment”) (as discussed in Note 3). The Company incurred additional offering costs of $1.1 million in connection with the Over-Allotment (of which $700,000 was for deferred underwriting fees). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,500,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $7.5 million (as discussed in Note 4). On October 29, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 600,000 Private Warrants at $1.00 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of $600,000. Upon the closing of the IPO, the Over-Allotment and the Private Placement, approximately $171.7 million ($10.10 per Unit) of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a trust account (“Trust Account”) and will continue to be invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, or the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Initial Shareholders agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or April 19, 2023, (the “Combination Period”) (and shareholders do not approve an amendment to the Amended and Restated Memorandum and Articles of Association to extend this date), 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 Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (as discussed in Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2022, the Company had $1,057,077 in cash, and working capital of $1,073,074. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor issuance of Founder Shares (as defined in Note 5), and loan proceeds from the Sponsor of $200,000 under the Note (as defined in Note 5). The Note balance was settled in connection with the sale of the additional Private Placement Warrants. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. There are no outstanding balances on the Working Capital Loans as of September 30, 2022 and December 31, 2021. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or through liquidation date. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued expenses, 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. In connection with the Company’s assessment of going concern considerations in accordance with the FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by April 19, 2023, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 19, 2023.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 17, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 as of September 30, 2022 and December 31, 2021. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Restricted Cash Restricted cash consists of cash pledged as collateral for the Company’s corporate credit card program. Investments Held in Trust Account As at September 30, 2022 and December 31, 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. 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 condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Upon the completion of the Initial Public Offering, costs associated with the Class A ordinary shares were charged against their carrying value, and offering costs associated with the warrants were charged to additional paid-in capital. The Company classifies deferred underwriting fee payable as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Redeemable Class A Ordinary Shares All of the 17,000,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature. In accordance with FASB ASC 480-10-S99-3A, “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. The Company classified all of the Class A ordinary shares as redeemable shares. Under FASB ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds $ 170,000,000 Less: Fair value of Public Warrants at issuance (7,990,000) Class A ordinary shares issuance costs (17,118,255) Plus: Accretion of carrying value to redemption value 26,808,255 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 171,700,000 Plus: Accretion of carrying value to redemption value 993,471 Class A ordinary shares subject to possible redemption at September 30, 2022 172,693,471 Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase 16,600,000 ordinary shares in the aggregate since the exercise of the warrants is contingent on future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from Three Months Ended Nine Months Ended June 29, 2021 (Inception) Through September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 430,685 $ 107,671 $ — $ (25,725) $ 128,026 $ 32,006 $ — $ (41,230) Denominator: Basic and diluted weighted average shares outstanding 17,000,000 4,250,000 — 3,750,000 17,000,000 4,250,000 — 3,750,000 Basic and diluted net income (loss) per ordinary share $ 0.03 $ 0.03 $ — $ (0.01) $ 0.01 $ 0.01 $ — $ (0.01) Recent Accounting Standards 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 unaudited condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
INITIAL PUBLIC OFFERING	Sep. 30, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On October 19, 2021, the Company consummated its Initial Public Offering of 15,000,000 Units, at $10.00 per Unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $16.9 million, of which $5.3 million was for deferred underwriting commissions, and $7.986 million was the excess of fair value over price paid for Founder Shares sold to the Anchor Investors. A substantial majority of the Units were purchased by the Anchor Investors. There can be no assurance as to the amount of such Units the Anchor Investors will retain, if any, prior to or upon the consummation of the initial Business Combination. In addition, none of the Anchor Investors has any obligation to vote any of their Public Shares in favor of the Company’s initial Business Combination. The Company granted the underwriters in the IPO a 45-day option to purchase up to 2,250,000 Units, at $10.00 per Unit, to cover over-allotments, if any. On October 29, 2021, the Company issued an additional 2,000,000 units pursuant to the partial exercise by the underwriters of their over-allotment option in connection with the IPO, generating gross proceeds of $20.0 million. The Company incurred additional offering costs of $1.1 million in connection with the Over-Allotment (of which $700,000 was for deferred underwriting fees). Each Unit consists of one Class A ordinary share and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
PRIVATE PLACEMENT	Sep. 30, 2022
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $7.5 million. On October 29, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 600,000 Private Warrants at $1.00 per Private Placement Warrant, generating additional gross proceeds of $600,000. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis, except as described in Note 7, so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 30, 2021, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). Prior to the closing of the Initial Public Offering on September 28, 2021, the Sponsor returned to the Company at no cost an aggregate of 1,437,500 Class B ordinary shares, which were cancelled. All shares and associated amounts have been retroactively restated to reflect the share surrender. The Sponsor agreed to forfeit up to an aggregate of 562,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on October 29, 2021 to purchase an additional 2,000,000 Units and terminated the remaining unexercised over-allotment option on 250,000 Units; thus, 62,500 Founder Shares were forfeited by the Sponsor, and 500,000 Founder Shares were no longer subject to forfeiture. In connection with the Anchor Investors’ expression of interest to purchase certain units in the Initial Public Offering as discussed in Note 3, the Anchor Investor purchased from the Sponsor an aggregate of 991,000 Founder Shares, at a nominal purchase price. The Company determined that the fair value of these Founder Shares was approximately $8.0 million (or $8.06 per share) using a Monte Carlo simulation. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (SAB) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost was recorded against additional paid-in capital in accordance with the accounting of other offering costs. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On June 30, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering.The outstanding amount of $200,000 was repaid on October 28, 2021. Borrowings under the Promissory Note are no longer available. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Due from Related Party In November and December 2021, the Company paid a total of $17,017 to Maples and Calder (Hong Kong) LLP., on behalf of PepperOne LLC, the Sponsor. As of March 1, 2022, the Sponsor repaid the loan to the Company in full.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital) are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. 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 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 underwriters were paid a cash underwriting fee of $0.20 per unit, or $3.4 million in the aggregate. In addition, $0.35 per unit, or approximately $6.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, the results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Conflict with Eastern Europe In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

REDEEMABLE CLASS A ORDINARY SHA

REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2022
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT	NOTE 7. REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, 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 excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of Initial Public Offering plus all Class A ordinary shares and equity-linked securities (defined below) issued or deemed issued (after giving effect to any redemptions of Class A ordinary shares) in connection with the initial Business Combination, excluding any shares or equity-linked securities 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 . Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of public warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Public Warrants” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable and will be exercisable at the election of the holder on a “cashless basis”, so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those of Class A ordinary shares is available throughout the 30-day redemption period or the Company has elected to require the exercise of the warrants on a “cashless basis”. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
FAIR VALUE MEASUREMENTS	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC Topic 320, “Investments — Debt Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts. The Company presents its investment in money market funds on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At September 30, 2022 and December 31, 2021, investments held in the Trust Account were comprised of $172,693,471 and $171,701,906 in money market funds, which are invested primarily in U.S. Treasury Securities. Through September 30, 2022, the Company did not withdraw any interest earned on the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Description Level 2022 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 172,693,471 December 31, Description Level 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 171,701,906

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 17, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 as of September 30, 2022 and December 31, 2021. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021.
Restricted Cash	Restricted Cash Restricted cash consists of cash pledged as collateral for the Company’s corporate credit card program.
Investments Held in Trust Account	Investments Held in Trust Account As at September 30, 2022 and December 31, 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.
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 condensed balance sheets, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Upon the completion of the Initial Public Offering, costs associated with the Class A ordinary shares were charged against their carrying value, and offering costs associated with the warrants were charged to additional paid-in capital. The Company classifies deferred underwriting fee payable as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Redeemable Class A Ordinary Shares	Redeemable Class A Ordinary Shares All of the 17,000,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature. In accordance with FASB ASC 480-10-S99-3A, “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. The Company classified all of the Class A ordinary shares as redeemable shares. Under FASB ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds $ 170,000,000 Less: Fair value of Public Warrants at issuance (7,990,000) Class A ordinary shares issuance costs (17,118,255) Plus: Accretion of carrying value to redemption value 26,808,255 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 171,700,000 Plus: Accretion of carrying value to redemption value 993,471 Class A ordinary shares subject to possible redemption at September 30, 2022 172,693,471
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase 16,600,000 ordinary shares in the aggregate since the exercise of the warrants is contingent on future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from Three Months Ended Nine Months Ended June 29, 2021 (Inception) Through September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 430,685 $ 107,671 $ — $ (25,725) $ 128,026 $ 32,006 $ — $ (41,230) Denominator: Basic and diluted weighted average shares outstanding 17,000,000 4,250,000 — 3,750,000 17,000,000 4,250,000 — 3,750,000 Basic and diluted net income (loss) per ordinary share $ 0.03 $ 0.03 $ — $ (0.01) $ 0.01 $ 0.01 $ — $ (0.01)
Recent Accounting Standards	Recent Accounting Standards 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 unaudited condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of Class A common stock reflected on the balance sheet	As of September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds $ 170,000,000 Less: Fair value of Public Warrants at issuance (7,990,000) Class A ordinary shares issuance costs (17,118,255) Plus: Accretion of carrying value to redemption value 26,808,255 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 171,700,000 Plus: Accretion of carrying value to redemption value 993,471 Class A ordinary shares subject to possible redemption at September 30, 2022 172,693,471
Summary of calculation of basic and diluted net loss per ordinary share	The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from Three Months Ended Nine Months Ended June 29, 2021 (Inception) Through September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 430,685 $ 107,671 $ — $ (25,725) $ 128,026 $ 32,006 $ — $ (41,230) Denominator: Basic and diluted weighted average shares outstanding 17,000,000 4,250,000 — 3,750,000 17,000,000 4,250,000 — 3,750,000 Basic and diluted net income (loss) per ordinary share $ 0.03 $ 0.03 $ — $ (0.01) $ 0.01 $ 0.01 $ — $ (0.01)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
Summary of assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Description Level 2022 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 172,693,471 December 31, Description Level 2021 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 171,701,906

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			3 Months Ended	9 Months Ended
	Oct. 29, 2021 USD ($) $ / shares shares	Oct. 19, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) M $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Excess of fair value over price paid for founder shares sold		$ 7,986,000
Cash held outside the Trust Account			$ 4,232,600	$ 1,057,077
Working Capital				1,073,074
Aggregate purchase price			$ 25,000	$ 25,000
Fair value on assets held In trust (as a percent)				80%
Condition for future business combination number of business minimum				1
Condition for future business combination threshold percentage ownership				50
Condition for future business combination threshold net tangible assets				$ 5,000,001
Redemption limit percentage without prior consent				15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100%
Months to Complete Acquisition \| M				18
Redemption period upon closure				10 days
Maximum allowed dissolution expenses				$ 100,000
Working Capital Loan Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant \| $ / shares				$ 1
Maximum amount of loan conversion agreement warrant				$ 1,500,000
Working capital loans					$ 0	$ 0
IPO
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares	$ 10.10			$ 10.10
Number of units sold \| shares		15,000,000
Proceeds from issuance initial public offering		$ 150,000,000
Excess of fair value over price paid for founder shares sold		$ 7,986,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Prefunding of private placement	$ 600,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		7,500,000
Price of warrant \| $ / shares	$ 1	$ 1
Prefunding of private placement		$ 7,500,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares				$ 10
Number of units sold \| shares	2,000,000	2,250,000
Additional units sold of shares \| shares	2,000,000
Proceeds from issuance initial public offering	$ 20,000,000
Deferred underwriting fee payable	700,000
Other offering costs	$ 1,100,000
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares				2,250,000
Additional units sold of shares \| shares	600,000
Proceeds from issuance initial public offering	$ 600,000
Sale of Private Placement Warrants (in shares) \| shares	600,000
Price of warrant \| $ / shares	$ 1			$ 10.10
Prefunding of private placement				$ 171,700,000
Redemption of shares calculated based on business days prior to consummation of business combination (in days)				185 days
Sponsor
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting commissions		$ 5,300,000
Other offering costs		$ 16,900,000
Proceeds from promissory note - related party				$ 200,000
Sponsor \| Public Warrants \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Price of warrant \| $ / shares				$ 11.50
Sponsor \| IPO
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares		$ 10
Proceeds from issuance initial public offering		$ 150,000,000
Sponsor \| IPO \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares		15,000,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 0	$ 0
Unrecognized tax position	0	0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
Statutory tax rate (as a percent)	0%	0%

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected on the balance sheet (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Gross proceeds		$ 170,000,000
Fair value of Public Warrants at issuance		(7,990,000)
Class A ordinary shares issuance costs		(17,118,255)
Accretion of carrying value to redemption value	$ 993,471	26,808,255
Class A ordinary shares subject to possible redemption	$ 172,693,471	$ 171,700,000
Class A Common Stock Subject to Redemption
Redeemable Class A Ordinary Shares	17,000,000	17,000,000
Class A ordinary shares subject to possible redemption	$ 172,693,471	$ 171,700,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - calculation of basic and diluted net income (loss) per ordinary share (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A Common Stock
Numerator:
Allocation of net loss, as adjusted	$ 430,685	$ 0	$ 0	$ 128,026
Denominator:
Basic weighted average shares outstanding	17,000,000	0	0	17,000,000
Diluted weighted average shares outstanding	17,000,000	0	0	17,000,000
Basic net income (loss) per ordinary share	$ 0.03	$ 0	$ 0	$ 0.01
Diluted net income (loss) per ordinary share	$ 0.03	$ 0	$ 0	$ 0.01
Class B Common Stock
Numerator:
Allocation of net loss, as adjusted	$ 107,671	$ (25,725)	$ (41,230)	$ 32,006
Denominator:
Basic weighted average shares outstanding	4,250,000	3,750,000	3,750,000	4,250,000
Diluted weighted average shares outstanding	4,250,000	3,750,000	3,750,000	4,250,000
Basic net income (loss) per ordinary share	$ 0.03	$ (0.01)	$ (0.01)	$ 0.01
Diluted net income (loss) per ordinary share	$ 0.03	$ (0.01)	$ (0.01)	$ 0.01
Private Placement
Number of shares issued				16,600,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)			3 Months Ended	9 Months Ended
INITIAL PUBLIC OFFERING (Details) - USD ($)	Oct. 29, 2021	Oct. 19, 2021	Sep. 30, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Incurring offering costs			$ 112,298	$ 0
Excess of fair value over price paid for founder shares sold		$ 7,986,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Share price				$ 9.20
Exercise price of warrants				$ 11.50
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units sold		15,000,000
Share price		$ 10
Incurring offering costs		$ 16,900,000
Deferred underwriting commissions		5,300,000
Excess of fair value over price paid for founder shares sold		7,986,000
Goss proceeds from issuance initial public offering		$ 150,000,000
Under Writing Option Period		45 days
IPO \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit		1
Number of warrants in a unit		0.5
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	2,000,000	2,250,000
Share price		$ 10
Incurring offering costs	$ 1,100,000
Deferred underwriting commissions	700,000
Goss proceeds from issuance initial public offering	$ 20,000,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)			9 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Oct. 29, 2021	Oct. 19, 2021	Sep. 30, 2022
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant		1
Exercise price of warrant		$ 11.50
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	600,000
Price of warrants	$ 1		$ 10.10
Proceeds from Issuance of Warrants			$ 171,700,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Proceeds from Issuance of Warrants	$ 600,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		7,500,000
Price of warrants	$ 1	$ 1
Proceeds from Issuance of Warrants		$ 7,500,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)				3 Months Ended	9 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Oct. 29, 2021 shares	Oct. 19, 2021 shares	Jun. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) D $ / shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $				$ 25,000	$ 25,000
Over-allotment option
Related Party Transaction [Line Items]
Number of units issued	2,000,000	2,250,000
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Aggregate number of shares owned			991,000
Fair value founder shares \| $			$ 8,000,000
Sale of stock, price per share \| $ / shares			$ 8.06
Founder Shares \| Sponsor \| Over-allotment option
Related Party Transaction [Line Items]
Number of units issued	2,000,000
Shares subject to forfeiture	250,000
Number of shares forfeited	62,500
Number of shares no longer subject to forfeiture	500,000
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Aggregate purchase price \| $			$ 25,000
Number of shares issued			5,750,000
Share dividend			1,437,500
Shares subject to forfeiture			562,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20%
Restrictions on transfer period of time after business combination completion					1 year
Founder Shares \| Sponsor \| Class A Common Stock
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares					$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D					20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D					30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Oct. 28, 2021	Sep. 30, 2022	Dec. 31, 2021	Nov. 30, 2021	Jun. 30, 2021
Related Party Transaction [Line Items]
Expenses paid on behalf of Sponsor, due from sponsor		$ 0	$ 17,017
Prefunding of Sponsor Private Placement
Related Party Transaction [Line Items]
Expenses paid on behalf of Sponsor, due from sponsor			17,017	$ 17,017
Working Capital Loan Warrants
Related Party Transaction [Line Items]
Maximum amount of loan conversion agreement warrant		$ 1,500,000
Price of warrant		$ 1
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 300,000
Repayments of related party loan	$ 200,000
Related Party Loans \| Working Capital Loan Warrants
Related Party Transaction [Line Items]
Outstanding balance of related party note		$ 0	$ 0
Maximum amount of loan conversion agreement warrant		$ 1,500,000
Price of warrant		$ 1

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities	3
Deferred fee per unit \| $ / shares	$ 0.20
Payment of underwriter discount \| $	$ 3.4
Underwriting cash discount per unit \| $ / shares	$ 0.35
Deferred underwriting fee payable \| $	$ 6

REDEEMABLE CLASS A ORDINARY S_2

REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

REDEEMABLE CLASS A ORDINARY S_3

REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Common shares, votes per share \| Vote	1
Conversion of stock, shares issued	1
Class A Common Stock Subject to Redemption
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Temporary equity, shares issued	17,000,000	17,000,000
Temporary equity, shares outstanding	17,000,000	17,000,000
Class B Common Stock
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Common shares, shares authorized (in shares)	50,000,000	50,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	4,250,000	4,250,000
Common shares, shares outstanding (in shares)	4,250,000	4,250,000
Initial business combination, shares issuable as a percent of outstanding shares	20

REDEEMABLE CLASS A ORDINARY S_4

REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDER' DEFICIT - Warrants (Details)	9 Months Ended
	Sep. 30, 2022 D $ / shares shares	Dec. 31, 2021 shares	Oct. 19, 2021 $ / shares
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Threshold consecutive trading days for redemption of public warrants \| D	30
Percentage Of Gross Proceeds On Total Equity Proceeds, Threshold Minimum	60%
Class A Common Stock
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Share price	$ 9.20
Threshold Trading Days For Calculating Market Value \| D	20
Private Placement Warrants
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Warrants Outstanding \| shares	8,100,000	8,100,000
Exercise price of warrant			$ 11.50
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Public Warrants
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Warrants Outstanding \| shares	8,500,000	8,500,000
Public Warrants expiration term	5 years
Maximum threshold period for filing registration statement after business combination	15 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Exercise price of warrant	$ 11.50
Share price	$ 9.20
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants \| D	30
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Price	115%
Class Of Warrant Or Right Redemption Of Warrants Or Rights Stock Price Trigger	$ 18
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Redemption period	30 days
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Price	180%
Class Of Warrant Or Right Redemption Of Warrants Or Rights Stock Price Trigger	$ 10

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Assets held in the Trust Account	$ 172,693,471	$ 171,701,906

FAIR VALUE MEASUREMENTS - Compa

FAIR VALUE MEASUREMENTS - Company assets that are measured at fair value on a recurring basis (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Recurring \| Level 1 \| Money Market Fund
Assets:
Investments held in Trust Account - U.S. Treasury Securities Money Market Fund	$ 172,693,471	$ 171,701,906