Integrated Wellness Acquisition (WELUF) 10-Q21 Aug 232023 Q2 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2023	Aug. 21, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-41131
Entity Registrant Name	INTEGRATED WELLNESS ACQUISITION CORP
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1615488
Entity Address, Address Line One	59 N. Main Street, Suite 1
Entity Address, Address Line Two	148 N Main Street
Entity Address, City or Town	Florida
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10921
City Area Code	845
Local Phone Number	651-5039
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	0001877557
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable 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	WEL.U
Security Exchange Name	NYSE
Common Class A
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares, par value $.0001 per share
Trading Symbol	WEL
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		5,391,272
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share
Trading Symbol	WEL.WS
Security Exchange Name	NYSE
Common Class B
Document and Entity Information
Entity Common Stock, Shares Outstanding		2,875,000

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 11,196	$ 436,972
Prepaid expenses	136,055	365,545
Total Current Assets	147,251	802,517
Non-current assets:
Marketable securities held in Trust Account	57,819,115	118,992,274
Total Non-current Assets	57,819,115	118,992,274
TOTAL ASSETS	57,966,366	119,794,791
Current liabilities
Accrued expenses	1,098,258	212,784
Accounts payable	159,934	56,654
Due to related party	$ 192,967	$ 25,500
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Promissory note - related party	$ 1,310,000
Notes Payable, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total Current Liabilities	$ 2,761,159	$ 294,938
Non-current liabilities:
Deferred underwriter's fee payable	4,025,000	4,025,000
Total Noncurrent Liabilities	4,025,000	4,025,000
Total Liabilities	6,786,159	4,319,938
Commitments and Contingencies
Stockholders' Deficit
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(6,639,196)	(3,517,709)
Total Stockholders' Deficit	(6,638,908)	(3,517,421)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT	57,966,366	119,794,791
Class A ordinary shares
Non-current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 479,000,000 shares authorized; 5,391,272 and 11,500,000 shares issued and outstanding at redemption value as of June 30, 2023 and December 31, 2022, respectively	57,819,115	118,992,274
Stockholders' Deficit
Ordinary shares	0	0
Class A common stock subject to possible redemption
Non-current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 479,000,000 shares authorized; 5,391,272 and 11,500,000 shares issued and outstanding at redemption value as of June 30, 2023 and December 31, 2022, respectively	57,819,115	118,992,274
Class B ordinary shares
Stockholders' Deficit
Ordinary shares	$ 288	$ 288

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Ordinary shares, par value (in dollars per share)	$ 0.0001
Class A ordinary shares
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares , shares authorized	479,000,000	479,000,000
Class A common stock subject to possible redemption
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	479,000,000	479,000,000
Temporary equity, shares issued	5,391,272	11,500,000
Temporary equity, shares outstanding	5,391,272	11,500,000
Class A common stock not subject to possible redemption
Ordinary shares, shares issued	0	0
Ordinary shares, shares outstanding	0	0
Class B ordinary shares
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares , shares authorized	20,000,000	20,000,000
Ordinary shares, shares issued	2,875,000	2,875,000
Ordinary shares, shares outstanding	2,875,000	2,875,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Formation and operating costs	$ 125,755	$ 18,026	$ 244,149	$ 36,889
Accounting and legal expenses	438,096	30,792	1,137,549	110,264
Listing fees	21,250	110,268	42,500	132,857
Insurance expense	115,995	115,995	231,990	231,990
Advertising and marketing	17,751	726	154,989	3,491
Administrative expenses	113	1,617	311	2,902
Operating expenses	718,960	277,424	1,811,488	518,393
Loss from operations	(718,960)	(277,424)	(1,811,488)	(518,393)
Other income (expense):
Earnings on marketable securities held in the Trust Account	1,398,168	154,851	2,204,722	165,646
Unrealized (loss) gain on marketable securities held in Trust Account	(166,146)		293,063	985
Total other income	1,232,022	154,851	2,497,785	166,631
Net income (loss)	513,062	(122,573)	686,297	(351,762)
Class A ordinary shares
Other income (expense):
Net income (loss)	$ 715,297	$ (67,088)	$ 1,354,522	$ (248,084)
Basic weighted average shares outstanding	9,620,391	11,500,000	10,555,003	11,500,000
Diluted weighted average shares outstanding	9,620,391	11,500,000	10,555,003	11,500,000
Basic net income (loss) per share	$ 0.07	$ (0.01)	$ 0.13	$ (0.02)
Diluted net income (loss) per share	$ 0.07	$ (0.01)	$ 0.13	$ (0.02)
Class B ordinary shares
Other income (expense):
Net income (loss)	$ (202,235)	$ (55,485)	$ (668,225)	$ (103,678)
Basic weighted average shares outstanding	2,875,000	2,875,000	2,875,000	2,875,000
Diluted weighted average shares outstanding	2,875,000	2,875,000	2,875,000	2,875,000
Basic net income (loss) per share	$ (0.07)	$ (0.02)	$ (0.23)	$ (0.04)
Diluted net income (loss) per share	$ (0.07)	$ (0.02)	$ (0.23)	$ (0.04)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - USD ($)	Class A Common Stock Subject To Possible Redemption Common Stock	Common Class B Common Stock	Common Class B	Additional Paid-in Capital	Retained Earnings	Total
Balance at Dec. 31, 2021	$ 117,300,361	$ 288		$ 0	$ (2,393,337)	$ (2,393,049)
Balance (in Shares) at Dec. 31, 2021	11,500,000	2,875,000
Accretion of temporary equity to redemption value	$ 11,780				(11,780)	(11,780)
Net income (loss)					(229,189)	(229,189)
Balance at Mar. 31, 2022	$ 117,312,141	$ 288			(2,634,306)	(2,634,018)
Balance (in Shares) at Mar. 31, 2022	11,500,000	2,875,000
Balance at Dec. 31, 2021	$ 117,300,361	$ 288		0	(2,393,337)	(2,393,049)
Balance (in Shares) at Dec. 31, 2021	11,500,000	2,875,000
Accretion of temporary equity to redemption value						(166,631)
Net income (loss)			$ (103,678)			(351,762)
Balance at Jun. 30, 2022	$ 117,466,992	$ 288			(2,911,730)	(2,911,442)
Balance (in Shares) at Jun. 30, 2022	11,500,000	2,875,000
Balance at Dec. 31, 2021	$ 117,300,361	$ 288		$ 0	(2,393,337)	(2,393,049)
Balance (in Shares) at Dec. 31, 2021	11,500,000	2,875,000
Balance at Dec. 31, 2022	$ 118,992,274	$ 288			(3,517,709)	(3,517,421)
Balance (in Shares) at Dec. 31, 2022	11,500,000	2,875,000
Balance at Mar. 31, 2022	$ 117,312,141	$ 288			(2,634,306)	(2,634,018)
Balance (in Shares) at Mar. 31, 2022	11,500,000	2,875,000
Accretion of temporary equity to redemption value	$ 154,851				(154,851)	(154,851)
Net income (loss)			(55,485)		(122,573)	(122,573)
Balance at Jun. 30, 2022	$ 117,466,992	$ 288			(2,911,730)	(2,911,442)
Balance (in Shares) at Jun. 30, 2022	11,500,000	2,875,000
Balance at Dec. 31, 2022	$ 118,992,274	$ 288			(3,517,709)	(3,517,421)
Balance (in Shares) at Dec. 31, 2022	11,500,000	2,875,000
Accretion of temporary equity to redemption value	$ 2,415,762				(2,415,762)	(2,415,762)
Net income (loss)					173,235	173,235
Balance at Mar. 31, 2023	$ 121,408,036	$ 288			(5,760,236)	(5,759,948)
Balance (in Shares) at Mar. 31, 2023	11,500,000	2,875,000
Balance at Dec. 31, 2022	$ 118,992,274	$ 288			(3,517,709)	(3,517,421)
Balance (in Shares) at Dec. 31, 2022	11,500,000	2,875,000
Accretion of temporary equity to redemption value						(3,807,784)
Net income (loss)			(668,225)			686,297
Balance at Jun. 30, 2023	$ 57,819,115	$ 288			(6,639,196)	(6,638,908)
Balance (in Shares) at Jun. 30, 2023	5,391,272	2,875,000
Balance at Mar. 31, 2023	$ 121,408,036	$ 288			(5,760,236)	(5,759,948)
Balance (in Shares) at Mar. 31, 2023	11,500,000	2,875,000
Redemption of Class A ordinary shares (in shares)	(6,108,728)
Redemption of Class A ordinary shares	$ 64,980,943
Accretion of temporary equity to redemption value	1,392,022				(1,392,022)	(1,392,022)
Net income (loss)			$ (202,235)		513,062	513,062
Balance at Jun. 30, 2023	$ 57,819,115	$ 288			$ (6,639,196)	$ (6,638,908)
Balance (in Shares) at Jun. 30, 2023	5,391,272	2,875,000

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 686,297	$ (351,762)
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized earnings on marketable securities held in Trust Account	(293,063)	(985)
Changes in operating assets and liabilities:
Prepaid expenses	229,490	(583,629)
Accounts payable and accrued expenses	988,755	10,703
Due to related party	167,467
Accrued offering costs		(27,282)
Net cash provided by (used in) operating activities	1,778,946	(952,955)
Cash Flows from Investing Activities:
Purchase of marketable securities in Trust Account	(1,310,000)
Reinvestment of earnings in Trust Account	(2,204,722)	(165,646)
Proceeds from redemption of marketable securities held in Trust Account	64,980,943
Net cash provided by (used in) investing activities	61,466,221	(165,646)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	1,310,000
Payment of shareholder redemptions	(64,980,943)
Net cash used in financing activities	(63,670,943)
Net Change in Cash	(425,776)	(1,118,601)
Cash - Beginning	436,972	1,760,884
Cash - Ending	11,196	642,283
Non-Cash Investing and Financing Activities:
Accretion of Class A ordinary shares subject to possible redemption	$ 3,807,784	$ 166,631

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
ORGANIZATION AND BUSINESS OPERATIONS	Jun. 30, 2023
ORGANIZATION AND BUSINESS OPERATIONS
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Organization and General Integrated Wellness Acquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company on July 7, 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”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). IWAC Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company, was incorporated on January 20, 2023. Sponsor and Initial Financing As of June 30, 2023, the Company had not commenced any operations. All activity for the period from July 7, 2021 (inception) through June 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company generates non-operating income in the form of earnings on marketable securities held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the IPO was declared effective on December 8, 2021. On December 13, 2021, the Company consummated the IPO of 11,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the exercise by the underwriter of its over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,850,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to IWH Sponsor LP (the “Sponsor”), generating proceeds of $6,850,000. Transaction costs of the IPO amounted to $6,822,078, consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $497,078 of offering costs. Of these amounts, $302,696 was allocated to the Public Warrants and charged against additional paid-in capital and $6,519,382 were allocated to Class A ordinary shares subject to possible redemption reducing the initial carrying amount of such shares. The Trust Account Following the closing of the IPO on December 13, 2021, an amount of $117,300,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The funds in the Trust Account were invested only in U.S. 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 of the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is not permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earlier of: (i) the Company’s completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. On March 14, 2023, the Sponsor deposited an aggregate of $1,150,000 (representing $0.10 per public share) into the Trust Account for its public shareholders in connection with the Company’s Extension. As of August 18, 2023 the Sponsor has deposited an aggregate of $480,000 (representing approximately $0.03 per remaining public share) into the Trust Account for its public shareholders in connection with the Charter Extension (as defined below) (see Note 7). Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more operating businesses that together have an aggregate fair market value equal to at least 80% of the value of the 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 of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including 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 the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, Class A ordinary shares are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its 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 (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, 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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 3), and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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% or more of the Public Shares, without the prior consent of the Company. The Amended and Restated Memorandum and Articles of Association of the Company provides that only Public Shares and not any Founder Shares are entitled to redemption rights. In addition, the Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company originally had until 18 months from the closing of the IPO to complete a Business Combination (or up to 21 months from the closing of the IPO if the Company extended the time to complete a Business Combination by the sponsor depositing into the Trust Account for each three-month extension $1,150,000 ($0.10 per share)), up to an aggregate of $2,300,000, or $0.20 per unit, on or prior to the date of the applicable deadline. On March 14, 2023, the Sponsor deposited an aggregate of $1,150,000 (representing $0.10) per public share) into the Trust Account for its public shareholders. The deposit enabled the Company to extend the date by which the Company has to complete a Business Combination from March 13, 2023 to June 13, 2023 (the “Initial Extension”). The Initial Extension was the first of two three-month automatic extensions permitted under the Company’s governing documents and provides the Company with additional time to complete a Business Combination. On June 2, 2023, the Company's shareholders voted to extend the date by which the Company has to consummate an initial business combination from June 13, 2023 to December 13, 2023 (or such earlier date as determined by the Company's board of directors (the "Board") in its sole discretion) (the "Termination Date") (the “Charter Extension”). If the Company is unable to complete a Business Combination by the Termination 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination by the Termination Date. On June 2, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were considered by the shareholders of the Company (a) a proposal to amend by special resolution the Company's amended and restated memorandum and articles of association (the “Charter Amendment”) to extend the date by which the Company has to consummate an initial business combination from June 13, 2023 to December 13, 2023 (or such earlier date as determined by the Company's Board in its sole discretion) (the “Extension Amendment Proposal”); (b) a proposal to amend by special resolution the Company's amended and restated memorandum and articles of association to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date than December 13, 2023 (the “Liquidation Amendment Proposal”); and (c) a proposal to approve by ordinary resolution the adjournment of the Meeting i) to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals; or ii) sine die in the event that the holders of public shares elected to redeem an amount of shares in connection with the forgoing proposals such that if such redemptions were consummated, the Company would not adhere to the continued listing requirements of the New York Stock Exchange, and the Board therefore determines that approval of the Extension Amendment Proposal and the Liquidation Amendment Proposal is no longer in the best interests of the Company, and in such event the Company will ask its shareholders to vote only upon the Adjournment Proposal and not on the Extension Amendment Proposal or the Liquidation Amendment Proposal (the “Adjournment Proposal”). Shareholders approved the Extension Amendment Proposal and Liquidation Amendment Proposal. As there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal was not presented to shareholders at the Meeting. In connection with the Meeting, holders of 6,108,728 of the Company's Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $64,980,943 was removed from the Trust Account to pay such holders. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by the Termination Date. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination by the Termination Date. The underwriter has agreed to waive it right to its deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination by the Termination Date and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share amount in the Trust Account, which was initially $10.20 per public share. The Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered (other than its independent registered public accounting firm) or products sold to the Company, or a prospective Target Business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply as to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective Target Businesses and 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. On February 10, 2023, the Company entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”) with Refreshing USA, LLC, a Washington limited liability company (“Refreshing”), IWAC Holdings Inc. (“Pubco”), a Delaware corporation and wholly-owned subsidiary of IWAC, IWAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), Refreshing USA Merger Sub LLC, a Washington limited liability company and a wholly-owned subsidiary of Pubco (“Refreshing Merger Sub”), the Sponsor, as the representative from and after the Effective Time (as defined in the Merger Agreement) of the stockholders of Pubco (other than the Sellers (as defined below) and their successors and assignees), and Ryan Wear, in the capacity as the representative of the equity holders of Refreshing (the “Sellers”) from and after the Effective Time. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the effective time, the Company will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation, (ii) following the Domestication, Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and wholly-owned subsidiary of Pubco, in connection with which all of the existing securities of the Company will be exchanged for rights to receive securities of Pubco as follows: (a) each share of the Company’s common stock, par value $0.0001, outstanding immediately prior to the effective time shall automatically convert into one share of Pubco common stock and (b) each whole public warrant and each private placement warrant shall automatically convert into one Pubco warrant on substantially the same terms and conditions; and (iii) Refreshing Merger Sub will merge with and into Refreshing, with Refreshing continuing as the surviving entity and wholly-owned subsidiary of Pubco, pursuant to which all Refreshing Units issued and outstanding immediately prior to the effective time will be converted into the right to receive the applicable portion of the merger consideration. Pursuant to the terms of the Merger Agreement, the merger consideration to be delivered to the Sellers in connection with the transaction will be a number of newly-issued shares of Pubco common stock with an aggregate value equal to $160,000,000, subject to adjustments for Refreshing’s net working capital, closing debt (net of cash) and accrued but unpaid expenses related to the transaction. Liquidity and Going Concern As of June 30, 2023 and December 31, 2022, the Company had $11,196 and $436,972 in cash, respectively, and working capital (deficit) surplus of $(2,613,908) and $507,579, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Results of operations and the Company’s ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates, adverse developments affecting the financial services industry, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements 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 consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying financial statements include the accounts of the Company and its wholly owned subsidiary, IWAC Holdings Inc. and are presented on a condensed consolidated basis. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim 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 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. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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 does not have any cash equivalents as of June 30, 2023 or December 31, 2022. The Federal Deposit Insurance Corporation (“FDIC”) provides a standard deposit insurance amount of $250,000 per depositor, per insured bank, for each account ownership category. At times, the Company had cash that exceeded the standard deposit insurance amount. Marketable Securities Held in Trust Account Following the closing of the IPO on December 13, 2021, an amount of $117,300,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. On March 14, 2023, the Sponsor deposited an aggregate of $1,150,000 (representing $0.10 per public share) into the Trust Account for its public shareholders in connection with the Extension payment. As of August 18, 2023 the Sponsor has deposited an aggregate of $480,000 (representing approximately $0.03 per remaining public share) into the Trust Account for its public shareholders in connection with the Charter Amendment (see Note 7). As of June 30, 2023 and December 31, 2022, substantially all of the assets held in the money market funds were invested primarily in U.S. Treasury securities. Dividend income is included in other income as earnings on marketable securities held in the Trust Account and accrued dividend income is included in other income as unrealized earnings on marketable securities held in the Trust Account on the statements of operations. Derivative Financial Instruments The Company accounts for derivative liabilities as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s financial assets and liabilities approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to its short-term nature. Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” using the asset and liability method and deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. Deferred tax assets were deemed immaterial and the Company has recorded a full valuation allowance as of June 30, 2023 and December 31, 2022. Tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2023, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. In connection with the Meeting on June 2, 2023, holders of 6,108,728 Class A ordinary shares redeemed their shares for $64,980,943 in cash. The Company recorded this reduction during the three months ended June 30, 2023 to remeasure Class A ordinary shares subject to possible redemption to its redemption value. For the three and six months ended June 30, 2023, the Company recorded $1,392,022 and $3,807,784 to remeasure Class A ordinary shares subject to possible redemption to its redemption value, respectively. For the three and six months ended June 30, 2022, the Company recorded $154,851 and $11,780 to remeasure Class A ordinary shares subject to possible redemption to its redemption value, respectively. As of June 30, 2023, the Class A ordinary shares, classified as temporary equity in the condensed consolidated balance sheets, are reconciled in the following table: Gross proceeds from Initial Public Offering $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,102,550) Offering costs allocated to Class A ordinary shares subject to possible redemption (6,519,382) Add: Re-measurement of Class A ordinary shares subject to possible redemption 13,922,293 Class A ordinary shares subject to possible redemption, December 31, 2021 117,300,361 Re-measurement of Class A ordinary shares subject to possible redemption 1,691,913 Class A ordinary shares subject to possible redemption, December 31, 2022 118,992,274 Re-measurement of Class A ordinary shares subject to possible redemption 2,415,762 Class A ordinary shares subject to possible redemption, March 31, 2023 121,408,036 Redemption of Class A ordinary shares subject to possible redemption (64,980,943) Re-measurement of Class A ordinary shares subject to possible redemption 1,392,022 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 57,819,115 Net Income (Loss) Per Ordinary Share The condensed consolidated statements of operations includes a presentation of income (loss) per Class A redeemable ordinary share and loss per Class B non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and Class B non-redeemable ordinary shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using the weighted average shares outstanding for the Class A redeemable ordinary shares and the Class B non-redeemable ordinary shares for the three and six months ended June 30, 2023 and 2022, reflective of the respective participation rights after shareholder redemptions. The following table reflects the calculation of basic and diluted net loss per ordinary share for the three and six months ended June 30, 2023: For the Three Months Ended June 30, 2023 Net income $ 513,062 Accretion of temporary equity to redemption value (1,392,022) Net loss including accretion of temporary equity to redemption value $ (878,960) For the Three Months Ended June 30, 2023 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (676,725) $ (202,235) Allocation of accretion of temporary equity to redemption value 1,392,022 — Allocation of net income (loss) $ 715,297 $ (202,235) Denominator: Weighted-average shares outstanding 9,620,391 2,875,000 Basic and diluted net income (loss) per share $ 0.07 $ (0.07) For the Six Months Ended June 30, 2023 Net income $ 686,297 Accretion of temporary equity to redemption value (3,807,784) Net loss including accretion of temporary equity to redemption value $ (3,121,487) For the Six Months Ended June 30, 2023 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (2,453,262) $ (668,225) Allocation of accretion of temporary equity to redemption value 3,807,784 — Allocation of net income (loss) $ 1,354,522 $ (668,225) Denominator: Weighted-average shares outstanding 10,555,003 2,875,000 Basic and diluted net income (loss) per share $ 0.13 $ (0.23) The following table reflects the calculation of basic and diluted net loss per ordinary share for the three and six months ended June 30, 2022: For the Three Months Ended June 30, 2022 Net loss $ (122,573) Accretion of temporary equity to redemption value (154,851) Net loss including accretion of temporary equity to redemption value $ (277,424) For the Three Months Ended June 30, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (221,939) $ (55,485) Allocation of accretion of temporary equity to redemption value 154,851 — Allocation of net loss $ (67,088) $ (55,485) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.01) $ (0.02) For the Six Months Ended June 30, 2022 Net loss $ (351,762) Accretion of temporary equity to redemption value (166,631) Net loss including accretion of temporary equity to redemption value $ (518,393) k For the Six Months Ended June 30, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (414,715) $ (103,678) Allocation of accretion of temporary equity to redemption value 166,631 — Allocation of net loss $ (248,084) $ (103,678) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02) $ (0.04) Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
RELATED PARTY TRANSACTIONS	Jun. 30, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 3 — RELATED PARTY TRANSACTIONS Founder Shares On July 7, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 2,875,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares after the IPO. Simultaneously with the closing of the IPO, the underwriters exercised the over-allotment option in full. Accordingly, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party In March 2023, the Sponsor issued an unsecured promissory note to the Company (the “Extension Note”) in connection with the extension payment made by the Sponsor to extend the Termination Date from March 13, 2023 to June 13, 2023. The Extension Note is non-interest bearing and payable on the earlier of the date the business combination is consummated or the liquidation of the Company. As of June 30, 2023, the Company had borrowed $1,150,000, the maximum amount under the Extension Note. In June 2023, the Sponsor issued an additional unsecured promissory note to the Company (the “Second Extension Note”) in connection with the shareholder approval of the extension of the date by which the Company must consummate an initial business combination from June 13, 2023 for up to an additional six months to December 13, 2023. The Second Extension Note is non-interest bearing and payable on the earlier of the date the business combination is consummated or the liquidation of the Company. The Second Extension Note has a principal amount up to $960,000, of which the Company has borrowed $160,000 as of June 30, 2023 to pay for the first of up to six monthly extensions from June 13, 2023 to July 13, 2023. The Company made additional borrowings of $160,000 under the Extension Note on July 13, 2023 and on August 17, 2023, bringing the aggregate borrowings under the Extension note to $480,000 as of August 18, 2023. Administrative Services Agreement The Company has agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2023 and for the year ended December 31, 2022, the Sponsor has waived any payments under this agreement. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. If the Company completes a Business Combination, the Company will 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 warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding. Due to Related Party As of June 30, 2023 and December 31, 2022, the Company owed the Sponsor $192,967 and $25,500, respectively, for payments made by the Sponsor on behalf of the Company. The Company intends to repay the Sponsor for this amount.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	6 Months Ended
SHAREHOLDERS' EQUITY	Jun. 30, 2023
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	NOTE 4 — SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — With respect to any matter submitted to a vote of our shareholders, including any vote in connection with a Business Combination, except as required by law, holders of our Founder Shares and holders of our Public Shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such 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 the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. The holders of a majority of the issued and outstanding Class B ordinary shares may agree to waive the foregoing adjustment provisions as to any particular issuance or deemed issuance of additional Class A ordinary shares or equity-linked securities. Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the Class A ordinary shares issuable upon such Public Warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public 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 a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60 th Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the Public 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. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable by the Company.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 5 — COMMITMENTS AND CONTINGENCIES Registration Rights Agreement The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders will have the right to require the Company to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that the Company register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
FAIR VALUE MEASUREMENTS	Jun. 30, 2023
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 6 — FAIR VALUE MEASUREMENTS At June 30, 2023 and December 31, 2022, the Company’s marketable securities held in the Trust Account were valued at $57,819,115 and $118,992,274, respectively. The marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed consolidated statements of operations. The following tables presents the fair value information, as of June 30, 2023 and December 31, 2022, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: June 30, 2023 Level 1 Level 2 Level 3 Assets: Marketable Securities held in Trust Account $ 57,819,115 $ — $ — December 31, 2022 Level 1 Level 2 Level 3 Assets: Marketable Securities held in Trust Account $ 118,992,274 $ — $ —

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 7 — SUBSEQUENT EVENTS On July 13, 2023, the Sponsor deposited $160,000 (representing approximately $0.03 per remaining public share) into the Trust Account for its public shareholders in connection with the Company’s Charter Extension. On August 17, 2023, the Sponsor deposited $160,000 (representing approximately $0.03 per remaining public share) into the Trust Account for its public shareholders in connection with the Company’s Charter Extension.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements 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 consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying financial statements include the accounts of the Company and its wholly owned subsidiary, IWAC Holdings Inc. and are presented on a condensed consolidated basis. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim 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 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. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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 does not have any cash equivalents as of June 30, 2023 or December 31, 2022. The Federal Deposit Insurance Corporation (“FDIC”) provides a standard deposit insurance amount of $250,000 per depositor, per insured bank, for each account ownership category. At times, the Company had cash that exceeded the standard deposit insurance amount.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the IPO on December 13, 2021, an amount of $117,300,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. On March 14, 2023, the Sponsor deposited an aggregate of $1,150,000 (representing $0.10 per public share) into the Trust Account for its public shareholders in connection with the Extension payment. As of August 18, 2023 the Sponsor has deposited an aggregate of $480,000 (representing approximately $0.03 per remaining public share) into the Trust Account for its public shareholders in connection with the Charter Amendment (see Note 7). As of June 30, 2023 and December 31, 2022, substantially all of the assets held in the money market funds were invested primarily in U.S. Treasury securities. Dividend income is included in other income as earnings on marketable securities held in the Trust Account and accrued dividend income is included in other income as unrealized earnings on marketable securities held in the Trust Account on the statements of operations.
Derivative Financial Instruments	Derivative Financial Instruments The Company accounts for derivative liabilities as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s financial assets and liabilities approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to its short-term nature.
Income taxes	Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” using the asset and liability method and deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. Deferred tax assets were deemed immaterial and the Company has recorded a full valuation allowance as of June 30, 2023 and December 31, 2022. Tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2023, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. In connection with the Meeting on June 2, 2023, holders of 6,108,728 Class A ordinary shares redeemed their shares for $64,980,943 in cash. The Company recorded this reduction during the three months ended June 30, 2023 to remeasure Class A ordinary shares subject to possible redemption to its redemption value. For the three and six months ended June 30, 2023, the Company recorded $1,392,022 and $3,807,784 to remeasure Class A ordinary shares subject to possible redemption to its redemption value, respectively. For the three and six months ended June 30, 2022, the Company recorded $154,851 and $11,780 to remeasure Class A ordinary shares subject to possible redemption to its redemption value, respectively. As of June 30, 2023, the Class A ordinary shares, classified as temporary equity in the condensed consolidated balance sheets, are reconciled in the following table: Gross proceeds from Initial Public Offering $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,102,550) Offering costs allocated to Class A ordinary shares subject to possible redemption (6,519,382) Add: Re-measurement of Class A ordinary shares subject to possible redemption 13,922,293 Class A ordinary shares subject to possible redemption, December 31, 2021 117,300,361 Re-measurement of Class A ordinary shares subject to possible redemption 1,691,913 Class A ordinary shares subject to possible redemption, December 31, 2022 118,992,274 Re-measurement of Class A ordinary shares subject to possible redemption 2,415,762 Class A ordinary shares subject to possible redemption, March 31, 2023 121,408,036 Redemption of Class A ordinary shares subject to possible redemption (64,980,943) Re-measurement of Class A ordinary shares subject to possible redemption 1,392,022 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 57,819,115
Net Income (Loss) per Ordinary Share	Net Income (Loss) Per Ordinary Share The condensed consolidated statements of operations includes a presentation of income (loss) per Class A redeemable ordinary share and loss per Class B non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and Class B non-redeemable ordinary shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using the weighted average shares outstanding for the Class A redeemable ordinary shares and the Class B non-redeemable ordinary shares for the three and six months ended June 30, 2023 and 2022, reflective of the respective participation rights after shareholder redemptions. The following table reflects the calculation of basic and diluted net loss per ordinary share for the three and six months ended June 30, 2023: For the Three Months Ended June 30, 2023 Net income $ 513,062 Accretion of temporary equity to redemption value (1,392,022) Net loss including accretion of temporary equity to redemption value $ (878,960) For the Three Months Ended June 30, 2023 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (676,725) $ (202,235) Allocation of accretion of temporary equity to redemption value 1,392,022 — Allocation of net income (loss) $ 715,297 $ (202,235) Denominator: Weighted-average shares outstanding 9,620,391 2,875,000 Basic and diluted net income (loss) per share $ 0.07 $ (0.07) For the Six Months Ended June 30, 2023 Net income $ 686,297 Accretion of temporary equity to redemption value (3,807,784) Net loss including accretion of temporary equity to redemption value $ (3,121,487) For the Six Months Ended June 30, 2023 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (2,453,262) $ (668,225) Allocation of accretion of temporary equity to redemption value 3,807,784 — Allocation of net income (loss) $ 1,354,522 $ (668,225) Denominator: Weighted-average shares outstanding 10,555,003 2,875,000 Basic and diluted net income (loss) per share $ 0.13 $ (0.23) The following table reflects the calculation of basic and diluted net loss per ordinary share for the three and six months ended June 30, 2022: For the Three Months Ended June 30, 2022 Net loss $ (122,573) Accretion of temporary equity to redemption value (154,851) Net loss including accretion of temporary equity to redemption value $ (277,424) For the Three Months Ended June 30, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (221,939) $ (55,485) Allocation of accretion of temporary equity to redemption value 154,851 — Allocation of net loss $ (67,088) $ (55,485) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.01) $ (0.02) For the Six Months Ended June 30, 2022 Net loss $ (351,762) Accretion of temporary equity to redemption value (166,631) Net loss including accretion of temporary equity to redemption value $ (518,393) k For the Six Months Ended June 30, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (414,715) $ (103,678) Allocation of accretion of temporary equity to redemption value 166,631 — Allocation of net loss $ (248,084) $ (103,678) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02) $ (0.04)
Related Parties	Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of Class A ordinary shares, classified as temporary equity in the condensed consolidated balance sheets	Gross proceeds from Initial Public Offering $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,102,550) Offering costs allocated to Class A ordinary shares subject to possible redemption (6,519,382) Add: Re-measurement of Class A ordinary shares subject to possible redemption 13,922,293 Class A ordinary shares subject to possible redemption, December 31, 2021 117,300,361 Re-measurement of Class A ordinary shares subject to possible redemption 1,691,913 Class A ordinary shares subject to possible redemption, December 31, 2022 118,992,274 Re-measurement of Class A ordinary shares subject to possible redemption 2,415,762 Class A ordinary shares subject to possible redemption, March 31, 2023 121,408,036 Redemption of Class A ordinary shares subject to possible redemption (64,980,943) Re-measurement of Class A ordinary shares subject to possible redemption 1,392,022 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 57,819,115
Summary of basic and diluted net loss per ordinary share	For the Three Months Ended June 30, 2023 Net income $ 513,062 Accretion of temporary equity to redemption value (1,392,022) Net loss including accretion of temporary equity to redemption value $ (878,960) For the Three Months Ended June 30, 2023 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (676,725) $ (202,235) Allocation of accretion of temporary equity to redemption value 1,392,022 — Allocation of net income (loss) $ 715,297 $ (202,235) Denominator: Weighted-average shares outstanding 9,620,391 2,875,000 Basic and diluted net income (loss) per share $ 0.07 $ (0.07) For the Six Months Ended June 30, 2023 Net income $ 686,297 Accretion of temporary equity to redemption value (3,807,784) Net loss including accretion of temporary equity to redemption value $ (3,121,487) For the Six Months Ended June 30, 2023 Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (2,453,262) $ (668,225) Allocation of accretion of temporary equity to redemption value 3,807,784 — Allocation of net income (loss) $ 1,354,522 $ (668,225) Denominator: Weighted-average shares outstanding 10,555,003 2,875,000 Basic and diluted net income (loss) per share $ 0.13 $ (0.23) For the Three Months Ended June 30, 2022 Net loss $ (122,573) Accretion of temporary equity to redemption value (154,851) Net loss including accretion of temporary equity to redemption value $ (277,424) For the Three Months Ended June 30, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (221,939) $ (55,485) Allocation of accretion of temporary equity to redemption value 154,851 — Allocation of net loss $ (67,088) $ (55,485) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.01) $ (0.02) For the Six Months Ended June 30, 2022 Net loss $ (351,762) Accretion of temporary equity to redemption value (166,631) Net loss including accretion of temporary equity to redemption value $ (518,393) k For the Six Months Ended June 30, 2022 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (414,715) $ (103,678) Allocation of accretion of temporary equity to redemption value 166,631 — Allocation of net loss $ (248,084) $ (103,678) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02) $ (0.04)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Jun. 30, 2023
FAIR VALUE MEASUREMENTS
Summary of company's assets and liabilities that were accounted for at fair value on a recurring basis	June 30, 2023 Level 1 Level 2 Level 3 Assets: Marketable Securities held in Trust Account $ 57,819,115 $ — $ — December 31, 2022 Level 1 Level 2 Level 3 Assets: Marketable Securities held in Trust Account $ 118,992,274 $ — $ —

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATIONS (Details)							6 Months Ended	12 Months Ended
ORGANIZATION AND BUSINESS OPERATIONS (Details)	Aug. 18, 2023 USD ($) $ / shares	Aug. 17, 2023 USD ($) $ / shares	Jul. 13, 2023 USD ($) $ / shares	Jun. 02, 2023 shares	Mar. 14, 2023 USD ($) $ / shares	Dec. 13, 2021 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares
ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum \| item							1
Payments for underwriting expense						$ 2,300,000
Underwriting discount						4,025,000
Other cost and expense, operating						497,078
Threshold minimum aggregate fair market value as percentage of net assets held in trust account							80%
Minimum net tangible assets upon consummations of business combination							$ 5,000,001
Threshold percentage of public shares subject to redemption without company prior written consent							15%
Percentage of obligation to redeem public shares if entity does not complete business combination							100%
Threshold period from the closing of the public offering to consummate a business combination as per amended and restated memorandum and articles of association							18 months
Threshold period from the closing of the public offering extends the period of time to consummate a business combination							21 months
Payments to acquire restricted investment for each additional three month period					$ 1,150,000		$ 2,300,000
Payments to acquire restricted investment for each additional three month period per share \| $ / shares					$ 0.10		$ 0.20
Maximum net interests to pay dissolution expenses							$ 100,000
Amount removed from Trust Account							$ 64,980,943
Minimum per share amount to be maintained in the trust account \| $ / shares							$ 10.20
Ordinary shares, par value (in dollars per share) \| $ / shares							$ 0.0001
Aggregate common stock value							$ 160,000,000
Cash and cash equivalents, at carrying value							11,196		$ 436,972
Working capital (deficit) surplus							$ (2,613,908)		$ 507,579
Common Class A
ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from issuance of Class A ordinary shares								$ 115,000,000
Proceeds from sale of Private Placement Warrants								$ 5,102,550
Ordinary shares, par value (in dollars per share) \| $ / shares							$ 0.0001		$ 0.0001
Common Class A Subject To Redemption
ORGANIZATION AND BUSINESS OPERATIONS
Transaction cost						6,519,382
Number of shares redeemed \| shares				6,108,728			6,108,728
Amount removed from Trust Account							$ 64,980,943
Public Warrant
ORGANIZATION AND BUSINESS OPERATIONS
Transaction cost						$ 302,696
IPO
ORGANIZATION AND BUSINESS OPERATIONS
Units issued during period, shares new issues \| shares						11,500,000
Shares issued, price per share \| $ / shares						$ 10.20
Proceeds from issuance of Class A ordinary shares						$ 115,000,000
Business acquisition, transaction costs						$ 6,822,078
Stock issued during period, shares, new issues \| shares						117,300,000
Payments to acquire restricted investment for each additional three month period							$ 1,150,000
Payments to acquire restricted investment for each additional three month period per share \| $ / shares							$ 0.10
Over-allotment option
ORGANIZATION AND BUSINESS OPERATIONS
Units issued during period, shares new issues \| shares						1,500,000
Shares issued, price per share \| $ / shares						$ 10
Private Placement \| Private Placement Warrant
ORGANIZATION AND BUSINESS OPERATIONS
Class of warrant or right, number of securities called by warrants or rights \| shares						6,850,000
Class of warrant or right, price of warrants or rights \| $ / shares						$ 1
Proceeds from sale of Private Placement Warrants						$ 6,850,000
Subsequent events
ORGANIZATION AND BUSINESS OPERATIONS
Amount deposited by sponsor	$ 480,000	$ 160,000	$ 160,000
Amount deposited by sponsor per share \| $ / shares	$ 0.03	$ 0.03	$ 0.03

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)							3 Months Ended				6 Months Ended		12 Months Ended
	Aug. 18, 2023	Aug. 17, 2023	Jul. 13, 2023	Jun. 02, 2023	Mar. 14, 2023	Dec. 13, 2021	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents							$ 0				$ 0		$ 0
Unrecognized tax benefits							0				0		0
Unrecognized tax benefits, income tax penalties and interest accrued							$ 0				0		0
Payments to acquire restricted investment for each additional three month period					$ 1,150,000						$ 2,300,000
Payments to acquire restricted investment for each additional three month period per share					$ 0.10		$ 0.20				$ 0.20
Re-measurement of Class A ordinary shares subject to possible redemption							$ 1,392,022	$ 2,415,762	$ 154,851	$ 11,780	$ 3,807,784	$ 166,631
Value of shares redeemed for cash											64,980,943
Subsequent events
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Amount deposited by sponsor	$ 480,000	$ 160,000	$ 160,000
Amount deposited by sponsor per share	$ 0.03	$ 0.03	$ 0.03
Common Class A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Re-measurement of Class A ordinary shares subject to possible redemption							$ 1,392,022	$ 2,415,762	$ 154,851		$ 3,807,784	$ 11,780	$ 1,691,913	$ 13,922,293
Proceeds from issuance of Class A ordinary shares														$ 115,000,000
Common Class A Subject To Redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares redeemed				6,108,728							6,108,728
Value of shares redeemed for cash				$ 64,980,943
Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Proceeds from issuance of Class A ordinary shares						$ 117,300,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Class A Ordinary Shares, Classified as Temporary Equity in the Condensed Balance Sheets (Details) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Add:
Re-measurement of Class A ordinary shares subject to possible redemption	$ 1,392,022	$ 2,415,762	$ 154,851	$ 11,780	$ 3,807,784	$ 166,631
Common Class A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds from Initial Public Offering								$ 115,000,000
Less:
Proceeds allocated to Public Warrants								(5,102,550)
Offering costs allocated to Class A ordinary shares subject to possible redemption								(6,519,382)
Add:
Re-measurement of Class A ordinary shares subject to possible redemption	1,392,022	2,415,762	$ 154,851		3,807,784	$ 11,780	$ 1,691,913	13,922,293
Redemption of Class A ordinary shares subject to possible redemption	(64,980,943)
Class A ordinary shares subject to possible redemption	$ 57,819,115	$ 121,408,036			$ 57,819,115		$ 118,992,274	$ 117,300,361

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Basic and Diluted Net Loss Per Ordinary Share (Details) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Net income (loss)	$ 513,062	$ 173,235	$ (122,573)	$ (229,189)	$ 686,297	$ (351,762)
Accretion of temporary equity to redemption value	(1,392,022)	(2,415,762)	(154,851)	(11,780)	(3,807,784)	(166,631)
Net loss including accretion of temporary equity to redemption value	(878,960)		(277,424)		(3,121,487)	(518,393)
Numerator:
Net income (loss)	513,062	173,235	(122,573)	$ (229,189)	686,297	(351,762)
Common Class A
Net income (loss)	715,297		(67,088)		1,354,522	(248,084)
Accretion of temporary equity to redemption value	(1,392,022)	$ (2,415,762)	(154,851)		(3,807,784)	(11,780)	$ (1,691,913)	$ (13,922,293)
Numerator:
Allocation of net loss including accretion of temporary equity	(676,725)		(221,939)		(2,453,262)	(414,715)
Allocation of accretion of temporary equity to redemption value	1,392,022		154,851		3,807,784	166,631
Net income (loss)	$ 715,297		$ (67,088)		$ 1,354,522	$ (248,084)
Denominator:
Weighted-average shares outstanding , Basic	9,620,391		11,500,000		10,555,003	11,500,000
Weighted-average shares outstanding , Diluted	9,620,391		11,500,000		10,555,003	11,500,000
Basic net income (loss) per share	$ 0.07		$ (0.01)		$ 0.13	$ (0.02)
Diluted net income (loss) per share	$ 0.07		$ (0.01)		$ 0.13	$ (0.02)
Common Class B
Net income (loss)	$ (202,235)		$ (55,485)		$ (668,225)	$ (103,678)
Numerator:
Allocation of net loss including accretion of temporary equity	(202,235)		(55,485)		(668,225)	(103,678)
Net income (loss)	$ (202,235)		$ (55,485)		$ (668,225)	$ (103,678)
Denominator:
Weighted-average shares outstanding , Basic	2,875,000		2,875,000		2,875,000	2,875,000
Weighted-average shares outstanding , Diluted	2,875,000		2,875,000		2,875,000	2,875,000
Basic net income (loss) per share	$ (0.07)		$ (0.02)		$ (0.23)	$ (0.04)
Diluted net income (loss) per share	$ (0.07)		$ (0.02)		$ (0.23)	$ (0.04)

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)		6 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Jul. 07, 2021 USD ($) shares	Jun. 30, 2023 USD ($) item $ / shares	Aug. 18, 2023 USD ($)	Aug. 17, 2023 USD ($)	Jul. 13, 2023 USD ($)	Dec. 31, 2022 USD ($)
RELATED PARTY TRANSACTIONS
Aggregate common stock value		$ 160,000,000
Due to related party		192,967				$ 25,500
Promissory note - related party		1,310,000
Sponsor
RELATED PARTY TRANSACTIONS
Due to related party		192,967				25,500
Sponsor \| Administration services agreement
RELATED PARTY TRANSACTIONS
Amount per month for office space, secretarial and administrative services provided		10,000
Sponsor \| Working capital loans
RELATED PARTY TRANSACTIONS
Working capital loans convertible into warrants		$ 1,500,000
Working capital loans convertible into warrants, in dollars per share \| $ / shares		$ 1
Working capital loans outstanding		$ 0				$ 0
Sponsor \| Promissory note with related party
RELATED PARTY TRANSACTIONS
Maximum amount		960,000
Amount borrowed		$ 160,000
Maximum number of extensions monthly \| item		6
Sponsor \| Promissory note with related party \| Subsequent events
RELATED PARTY TRANSACTIONS
Amount borrowed			$ 480,000	$ 160,000	$ 160,000
Sponsor \| Promissory note with related party \| Unsecured promissory note
RELATED PARTY TRANSACTIONS
Maximum amount		$ 1,150,000
Class A ordinary shares \| Sponsor \| Founder shares
RELATED PARTY TRANSACTIONS
Share price, in dollars per share \| $ / shares		$ 12
Number of trading days for determining the share price		20 days
Number of consecutive trading days for determining the share price		30 days
Waiting period after business combination for determining the share price		180 days
Class B ordinary shares \| Sponsor \| Founder shares
RELATED PARTY TRANSACTIONS
Aggregate common stock value	$ 25,000
Purchase of additional units on over allotments \| shares	2,875,000
Percentage of ordinary shares issued and outstanding	20%
Ordinary shares lock in period		1 year
Class B ordinary shares \| Sponsor \| Founder shares \| Maximum
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture \| shares	375,000
Class B ordinary shares \| Sponsor \| Founder shares \| Over-allotment option
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture \| shares	375,000

SHAREHOLDERS' EQUITY (Details)

SHAREHOLDERS' EQUITY (Details) - $ / shares		6 Months Ended
SHAREHOLDERS' EQUITY (Details) - $ / shares	Jun. 02, 2023	Jun. 30, 2023	Dec. 31, 2022
SHAREHOLDERS' EQUITY
Preference shares, shares authorized		1,000,000	1,000,000
Preference shares, par or stated value per share		$ 0.0001	$ 0.0001
Preference shares, shares issued		0	0
Preference shares, shares outstanding		0	0
Ordinary shares, par value (in dollars per share)		$ 0.0001
Public Warrants
SHAREHOLDERS' EQUITY
Warrants exercisable term from the closing of IPO		12 months
Warrants exercisable term from the date of completion of business combination		30 days
Number of days after consummation of business combination within which the securities shall be registered		20 days
Number of days after which business combination within which securities registration shall be effective		60 days
Class of warrants or rights redemption price per warrant		$ 0.01
Notice period to be given prior to redemption		30 days
Volume weighted average price of shares		$ 9.20
Class A ordinary shares
SHAREHOLDERS' EQUITY
Common shares, shares authorized		479,000,000	479,000,000
Ordinary shares, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common shares, voting rights		one vote
Class A ordinary shares \| Share price equals or exceeds $18.00 per dollar
SHAREHOLDERS' EQUITY
Adjusted exercise price of warrants as a percentage of newly issued price		180%
Class A ordinary shares \| Public Warrants
SHAREHOLDERS' EQUITY
Adjusted exercise price of warrants as a percentage of newly issued price		115%
Class A ordinary shares \| Public Warrants \| Share price equals or exceeds $18.00 per dollar
SHAREHOLDERS' EQUITY
Number of trading days for determining the share price		20 days
Number of consecutive trading days for determining the share price		30 days
Class A ordinary shares \| Public Warrants \| Share price equals or exceeds $18.00 per dollar \| Adjusted Exercise Price One
SHAREHOLDERS' EQUITY
Share price		$ 18
Class A ordinary shares \| Public Warrants \| Share price equals or less $9.20 per dollar
SHAREHOLDERS' EQUITY
Shares issued price		$ 9.20
Proceeds from equity used for funding business combination as a percentage of the total		60%
Number of consecutive trading days for determining volume weighted average price of shares		20 days
Share redemption trigger price		$ 18
Class A ordinary shares \| Private Placement Warrants
SHAREHOLDERS' EQUITY
Notice period to be given prior to redemption		30 days
Class A common stock subject to possible redemption
SHAREHOLDERS' EQUITY
Temporary equity, shares issued		5,391,272	11,500,000
Temporary equity, shares outstanding		5,391,272	11,500,000
Number of shares redeemed	6,108,728
Class A common stock not subject to possible redemption
SHAREHOLDERS' EQUITY
Common shares, shares issued		0	0
Ordinary shares, shares outstanding		0	0
Class B ordinary shares
SHAREHOLDERS' EQUITY
Common shares, shares authorized		20,000,000	20,000,000
Ordinary shares, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common shares, shares issued		2,875,000	2,875,000
Ordinary shares, shares outstanding		2,875,000	2,875,000
Conversion basis		one-for-one
Percentage of common stock on conversion of shares		20%
Common Class A Subject To Redemption
SHAREHOLDERS' EQUITY
Number of shares redeemed	6,108,728	6,108,728

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		6 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Dec. 13, 2021	Jun. 30, 2023
IPO
COMMITMENTS AND CONTINGENCIES
Purchase of additional units on over allotments	117,300,000
Underwriter
COMMITMENTS AND CONTINGENCIES
Deferred underwriting discount per share	$ 0.35
Payment of deferred underwriting discount	$ 4,025,000
Underwriter \| Over-allotment option
COMMITMENTS AND CONTINGENCIES
Underwriters granted period		45 days
Purchase of additional units on over allotments		1,500,000
Gross proceeds	$ 15,000,000
Underwriter \| IPO
COMMITMENTS AND CONTINGENCIES
Cash underwriting discount	$ 0.20
Payment of underwriting discount	$ 2,300,000

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair value hierarchy of company's assets and liabilities (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Assets:
Marketable Securities held in Trust Account	$ 57,819,115	$ 118,992,274
Fair value, Recurring \| Level 1
Assets:
Marketable Securities held in Trust Account	$ 57,819,115	$ 118,992,274

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Marketable securities held in Trust Account	$ 57,819,115	$ 118,992,274

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - SUBSEQUENT EVENTS - USD ($)	Aug. 18, 2023	Aug. 17, 2023	Jul. 13, 2023
SUBSEQUENT EVENTS
Amount deposited by sponsor	$ 480,000	$ 160,000	$ 160,000
Amount deposited by sponsor per share	$ 0.03	$ 0.03	$ 0.03