Northern Revival Acquisition (NRAC) 10-K 28 Apr 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 27, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	NORTHERN REVIVAL ACQUISITION CORPORATION
Trading Symbol	NRAC
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		8,517,970
Entity Public Float			$ 237,153,000
Amendment Flag	false
Entity Central Index Key	0001831964
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39970
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1566600
Entity Address, Address Line One	4001 Kennett Pike
Entity Address, Address Line Two	Suite 302
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19807
City Area Code	(302)
Local Phone Number	338-9130
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	688
Auditor Name	Marcum llp
Auditor Location	New York

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 42,071	$ 867,698
Prepaid expenses	42,517	299,487
Total current assets	84,588	1,167,185
Investments held in Trust Account	245,009,717	241,526,002
Total Assets	245,094,305	242,693,187
Current liabilities:
Accounts payable	19,103
Accrued expenses	4,679	119,875
Due to related party	59,281
Total current liabilities	83,063	119,875
Deferred legal fees	1,067,618	604,749
Deferred underwriting commissions	9,056,250	9,056,250
Derivative warrant liabilities	631,430	7,031,280
Total liabilities	10,838,361	16,812,154
Commitments and Contingencies (Note 6)
Class A ordinary shares, $0.0001 par value; 24,150,000 shares subject to possible redemption at $10.14 and $10.00 per share at December 31, 2022 and 2021, respectively	244,909,717	241,500,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding at December 31, 2022 and 2021
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,037,500 shares issued and outstanding at December 31, 2022 and 2021	604	604
Additional paid-in capital
Accumulated deficit	(10,654,377)	(15,619,571)
Total Shareholders’ Deficit	(10,653,773)	(15,618,967)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$ 245,094,305	$ 242,693,187

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Class A ordinary shares par value (in Dollars per share)	$ 0.0001	$ 0.0001
Shares subject to possible redemption	24,150,000	24,150,000
Shares subject to possible redemption per share (in Dollars per share)	$ 10.14	$ 10
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Class A Ordinary Shares | Non-Redeemable Shares
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	6,037,500	6,037,500
Ordinary shares, shares outstanding	6,037,500	6,037,500

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
General and administrative expenses	$ 1,508,654	$ 1,321,717
Loss from operations	(1,508,654)	(1,321,717)
Other income (expenses)
Change in fair value of derivative warrant liabilities	6,399,850	11,489,110
Financing costs - derivative warrant liabilities		(769,323)
Income from investments held in Trust Account	3,483,715	26,002
Net income	$ 8,374,911	$ 9,424,072
Class A Ordinary Shares
Other income (expenses)
Weighted average shares outstanding of Class A ordinary shares, basic and diluted (in Shares)	24,150,000	21,900,411
Basic and diluted net income per share, Class A ordinary shares (in Dollars per share)	$ 0.28	$ 0.34
Class B Ordinary Shares
Other income (expenses)
Weighted average shares outstanding of Class B ordinary shares,basic (in Shares)	6,037,500	5,964,144
Basic net income per share, Class B ordinary shares (in Dollars per share)	$ 0.28	$ 0.34
Weighted average shares outstanding of Class B ordinary shares, diluted (in Shares)	6,037,500	6,037,500
Diluted net income per share, Class B ordinary shares (in Dollars per share)	$ 0.28	$ 0.34

Statements of Changes in Shareh

Statements of Changes in Shareholders' Deficit - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 604	$ 24,396	$ (30,541)	$ (5,541)
Balance (in Shares) at Dec. 31, 2020		6,037,500
Excess of cash received over fair value of private placement warrants			85,150		85,150
Remeasurement of Class A ordinary shares subject to redemption			(109,546)	(25,013,102)	(25,122,648)
Net income				9,424,072	9,424,072
Balance at Dec. 31, 2021		$ 604		(15,619,571)	(15,618,967)
Balance (in Shares) at Dec. 31, 2021		6,037,500
Remeasurement of Class A ordinary shares subject to redemption				(3,409,717)	(3,409,717)
Net income				8,374,911	8,374,911
Balance at Dec. 31, 2022		$ 604		$ (10,654,377)	$ (10,653,773)
Balance (in Shares) at Dec. 31, 2022		6,037,500

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 8,374,911	$ 9,424,072
Adjustments to reconcile net income to net cash used in operating activities:
Income from investments held in Trust Account	(3,483,715)	(26,002)
Change in fair value of derivative warrant liabilities	(6,399,850)	(11,489,110)
Financing costs - derivative warrant liabilities		769,323
Changes in operating assets and liabilities:
Prepaid expenses	256,970	(292,728)
Accounts payable	19,103
Accrued expenses	(45,196)	37,575
Due to related party	59,281
Deferred legal fees	462,869	284,749
Net cash used in operating activities	(755,627)	(1,292,121)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(241,500,000)
Cash used in investing activities		(241,500,000)
Cash Flows from Financing Activities:
Proceeds from note payable related party		150,000
Repayment of note payable to related party		(195,000)
Proceeds received from initial public offering, gross		241,500,000
Proceeds received from private placement		6,830,004
Reimbursement from underwriter		603,750
Offering costs paid	(70,000)	(5,228,935)
Net cash provided by (used in) financing activities	(70,000)	243,659,819
Net change in cash	(825,627)	867,698
Cash - beginning of the period	867,698
Cash - end of the period	42,071	867,698
Supplemental disclosure of noncash financing activities:
Remeasurement of Class A ordinary shares subject to possible redemption	3,409,717	25,122,648
Offering costs included in accounts payable
Offering costs included in accrued expenses		70,000
Offering costs included in deferred legal fees		320,000
Deferred underwriting commissions		$ 9,056,250

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Northern Revival Acquisition Corporation (the “Company,” or “NRAC”) is a blank check company incorporated as a Cayman Islands exempted company on November 4, 2020 with the name “Noble Rock Acquisition Corporation.” The Company changed its name on March 16, 2023 to Northern Revival Acquisition Corporation. 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 not limited to a particular industry or sector for purposes of consummating a 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”) and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not yet commenced operations. All activity through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the proceeds of its Initial Public Offering. The Company’s sponsor is Northern Revival Sponsor LLC, a Cayman Island limited liability company which changed its name from Noble Rock Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 1, 2021. On February 4, 2021, the Company consummated its Initial Public Offering of 24,150,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included 3,150,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring offering costs of approximately $14.4 million, net of reimbursement from the underwriter. Of these offering costs, approximately $9.1 million and approximately $320,000 was for deferred underwriting commissions and deferred legal fees, respectively (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,553,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.8 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $241.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, or the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity,” (“ASC 480). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to the Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association 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 Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. Shareholder Meeting, Extension, Redemptions and Trust Deposits On January 27, 2023, the Company held an extraordinary general meeting of its shareholders (the “Meeting”) to amend its Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to extend the date by which the Company has to consummate an initial Business Combination from February 4, 2023 to September 4, 2023 or such earlier date as determined by the board. At the Meeting, the Company’s shareholders approved a special resolution for the Extension Proposal, (as described above). The Extension Proposal is described in detail in the Company’s definitive proxy statement filed with the SEC and dated January 6, 2023 and was approved at the Meeting. In connection with its solicitation of proxies in connection with the Extension Proposal, the Company was required to permit its public shareholders to redeem its ordinary shares. Of the 24,150,000 Class A ordinary shares outstanding with redemption rights, the holders of 21,240,830 Class A ordinary shares elected to redeem their shares at a per share redemption price of approximately $10.17. As a result, approximately $216.1 million was removed from the Trust Account to pay such holders. As of April 27, 2023 the remaining balance of approximately $25.8 million was held as cash in the Trust Account. See Note 11. In connection with the shareholders’ approval of the Extension Proposal, the Sponsor has indicated that, if the Extension Proposal was approved, the Sponsor will contribute to the Company as a loan (each loan being referred to herein as a “contribution”) the lesser of (i) $10,000 and (ii) an aggregate amount equal to $0.055 multiplied If the Company is unable to complete a Business Combination by September 4, 2023, or such earlier date as determined by the Company’s Directors, (taking into account the extension, the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, 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. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and going concern As of December 31, 2022, the Company had approximately $42,000 in its operating bank account and working capital of approximately $2,000. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 5), the loan of $195,000 from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on February 5, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of December 31, 2022 and 2021, there were no amounts outstanding or any Working Capital Loans. Management intends to utilize Sponsor support to continue meeting its obligations. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until September 4, 2023, or such earlier date as determined by its Directors to consummate a Business Combination. It is uncertain that the Company will be able to meet its obligations within the next 12 months or consummate a Business Combination by this time. If a Business Combination is not consummated by the end of the Combination Period, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after. Risks and uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and the conflict in Ukraine and the surrounding region on the industry and has concluded that while it is reasonably possible that these risks and uncertainties could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires 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. As of December 31, 2022 and 2021, the Company had no cash equivalents. Investments held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the balance sheets. Fair value measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants to purchase ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , Embedded Derivatives The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 24,150,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The changes in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net income per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 12,603,334 shares of Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. For the year ended December 31, 2021, the number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 787,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5). Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Remeasurement associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Year Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - Basic $ 6,699,929 $ 1,674,982 $ 7,406,939 $ 2,017,133 Allocation of net income - Diluted $ 6,699,929 $ 1,674,982 $ 7,387,490 $ 2,036,582 Denominator: Basic weighted average ordinary shares outstanding 24,150,000 6,037,500 21,900,411 5,964,144 Effect of dilutive securities - - - 73,356 Diluted weighted average ordinary shares outstanding 24,150,000 6,037,500 21,900,411 6,037,500 Basic net income per ordinary share $ 0.28 $ 0.28 $ 0.34 $ 0.34 Diluted net income per ordinary share $ 0.28 $ 0.28 $ 0.34 $ 0.34 Recent accounting pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On February 4, 2021, the Company consummated its Initial Public Offering of 24,150,000 Units, which includes 3,150,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring offering costs of approximately $14.4 million, net of reimbursement from the underwriter. Of these offering costs, approximately $9.1 million and approximately $320,000 was for deferred underwriting commissions and deferred legal fees, respectively. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,553,334 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.8 million. On February 4, 2021, the day of issuance, the fair value of the Private Placement warrants was approximately $6.7 million compared to the gross proceeds received of approximately $6.8 million, therefore, an excess of approximately $85,000 cash was received over the fair value of the Private Placement warrants. The excess in cash received over the fair value of the Private Placement warrants is recorded as additional paid in capital on the statement of changes in shareholders’ deficit. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 11, 2020, the Initial Shareholders paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). On February 1, 2021, the Company declared a stock dividend with respect to the Class B ordinary shares such that 0.05 Class B ordinary shares were issued for every one Class B ordinary share, resulting in an aggregate of 6,037,500 Class B ordinary shares outstanding. The initial shareholders agreed to forfeit up to an aggregate of 787,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 4, 2021, the underwriter fully exercised its over-allotment option; thus, these 787,500 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup. Related Party Loans On November 11, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. Through February 4, 2021, the Company borrowed a total of $195,000 and repaid the Note in full on February 5, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had no outstanding Working Capital Loans. Administrative Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor a total of $30,000 per month for office space, administrative, financial and support services. For the year ended December 31, 2021, the Company incurred expenses under this agreement of $360,000 and $330,000, respectively, included as general and administrative expenses on the accompanying statements of operations. As of December 31, 2022 and 2021, there were no amounts payable for these services. In addition, the Sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee reviews on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their affiliates. For the year ended December 31, 2022, the Company incurred approximately $74,000 of reimbursable expenses to related parties, included as general and administrative expenses on the accompanying statement of operations. As of December 31, 2022, approximately $65,000 of reimbursable expenses was paid by related party and approximately $59,000 is payable and presented as due to related party on the accompanying balance sheets. No expenses were incurred as of December 31, 2021.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments & Contingencies [Abstract]
COMMITMENTS & CONTINGENCIES	NOTE 6. COMMITMENTS & CONTINGENCIES Registration and Shareholder Rights 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 or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 3,150,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On February 4, 2021, the underwriter fully exercised its over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.375 per unit, or approximately $9.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company received reimbursement from the underwriters of certain expenses in connection with the Initial Public Offering in the aggregate amount of $603,750, equal to 0.25% of the offering gross proceeds. Contingent Fee Arrangement On August 4, 2022, the Company entered into an agreement with an independent third party to provide sourcing and advisory services related to completing a successful business combination. As consideration for the services to be rendered, the Company has agreed to pay them a success fee of $2,415,000, payable only upon the completion of a business combination. Any related expenses or out-of-pocket costs are borne solely by the third party. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer their fees in excess of $250,000. The deferred fee will become payable in the event that the Company completes a Business Combination. As of December 31, 2022 and 2021, the Company had deferred legal fees of approximately $1.1 million and $605,000 in connection with such services on the accompanying balance sheets.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	12 Months Ended
	Dec. 31, 2022
Derivative Warrant Liabilities [Abstract]
DERIVATIVE WARRANT LIABILITIES	NOTE 7. DERIVATIVE WARRANT LIABILITIES As of December 31, 2022 and 2021, the Company had 8,050,000 Public Warrants and 4,553,334 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $10.00 per-share redemption trigger price described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of (i) the Market Value and (ii) the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined by reference to an agreed table based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the last reported sale price of Class A ordinary shares equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The fair market value of Class A ordinary shares mentioned above shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	12 Months Ended
	Dec. 31, 2022
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 24,150,000 shares of Class A ordinary shares outstanding, all of which were subject to redemption. As of December 31, 2022 and 2021, Class A ordinary shares reflected on the balance sheet is reconciled on the following table: Gross Proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,775,540 ) Class A ordinary shares issuance costs (13,347,108 ) Plus: Accretion of carrying value to redemption value 25,122,648 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 241,500,000 Increase in redemption value of Class A ordinary shares subject to redemption 3,409,717 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 244,909,717

Shareholders' Deficit

Shareholders' Deficit	12 Months Ended
	Dec. 31, 2022
Shareholders Deficit [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 9. SHAREHOLDERS’ DEFICIT Preference Shares no Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The following tables presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, by level within the fair value hierarchy: Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 245,009,717 $ - $ - $ 245,009,717 Liabilities: Derivative public warrant liabilities $ 403,310 $ - $ - $ 403,310 Derivative private placement warrant liabilities - 228,120 - 228,120 Total derivative warrant liabilities $ 403,310 $ 228,120 $ - $ 631,430 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 241,526,002 $ - $ - $ 241,526,002 Liabilities: Derivative public warrant liabilities $ 4,467,750 $ - $ - $ 4,467,750 Derivative private warrant liabilities - - 2,563,530 2,563,530 Total derivative warrant liabilities $ 245,993,752 $ - $ 2,563,530 $ 7,031,280 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. In March 2021, as the Public Warrants begun separately trading, the fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement The fair value of the Private Warrants were transferred from a Level 3 to a Level 2 during the fourth quarter of 2022 as the Company determined the difference between the Public Warrant and Private Warrant fair value would be de minimus. Level 1 assets include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model. Subsequently, the fair value of the Public Warrants has been determined based on the observable listed trading price for such warrants. The fair value of the Private Placement Warrants has initially and subsequently been measured at fair value using a Black-Scholes Merton (BSM) model through September 30, 2022. As of December 31, 2022, the Company determined the difference between the Public Warrant and Private Warrant fair value would be de minimus and therefore measured the Private Warrants by reference to the listed trading price of the Public Warrants For the years ended December 31, 2022 and 2021, the Company recognized a gain resulting from a decrease in the fair value of liabilities of approximately $6.4 million and $11.5 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and BSM model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Changes in these valuation assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs for both the Public and Private Warrants at their measurement dates: February 4, December 31, Exercise price 11.50 11.50 Stock Price $ 9.87 $ 9.71 Option term to M&A 5.00 5.00 Volatility 20 % 11 % Risk-free interest rate 0.64 % 1.31 % The change in the fair value of the derivative warrant liabilities measured utilizing Level 3 inputs for the years ended December 31, 2022 and 2021, is summarized as follows: Derivative warrant liabilities at December 31, 2021 - Level 3 $ 2,563,530 Change in fair value of derivative warrant liabilities - Level 3 (2,356,810 ) Transfer of Private Warrants to Level 2 measurement (206,720 ) Derivative warrant liabilities at December 31, 2022 - Level 3 $ - Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants - Level 3 18,520,390 Transfer of Public Warrants to Level 1 measurement (11,775,540 ) Change in fair value of derivative warrant liabilities - Level 3 (4,181,320 ) Derivative warrant liabilities at December 31, 2021 - Level 3 $ 2,563,530

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Other than the Shareholder Meeting, Extension, Redemptions and Trust Deposits agreement disclosed in Note 1, the Company identified the following subsequent events that require disclosure: Nasdaq Letter On April 4, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that for the last 30 consecutive business days prior to the date of the letter, the Company’s Minimum Market Value of Listed Securities (“MVLS”) was less than $35.0 million, which does not meet the requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Nasdaq has provided the Company with 180 calendar days, or until October 3, 2023, to regain compliance with the MVLS Rule. The MVLS Notice has no immediate effect on the listing of the Company’s securities on The Nasdaq Capital Market. The Company’s Sponsor, the holder of our Class B ordinary shares, agreed to convert 6,037,499 of its Class B ordinary shares into Class A ordinary shares which the Company believes will allow it to regain compliance with the MVLS requirement. On a pro forma basis, based on the closing stock price of the Class A ordinary shares on April 4, 2023 of $10.27, this conversion would increase the MVLS by approximately $62 million. In order for the Company to regain compliance with the MVLS Rule, the Company’s MVLS must equal or exceed $35.0 million for at least 10 consecutive trading days however and Nasdaq must provide written confirmation to the Company to close the matter. In the event the Company does not regain compliance with the MVLS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. Trust Deposits In connection with the shareholders’ approval of the Extension Proposal, as described in Note 1, the Sponsor contributed to the Company as a loan (each loan being referred to herein as a “contribution”) a first, second and third deposits of $100,000 each into the Trust Account on February 4, 2023, March 4, 2023 and April 4, 2023. General Meeting of Shareholders and Additional Redemptions On March 16, 2023, the Company held an extraordinary general meeting of shareholders (the “General Meeting”) to vote on a special resolution to amend the Company’s Amended and Restated Memorandum of Association to change the name to the Company from Noble Rock Acquisition Corporation to Northern Revival Acquisition Corporation and to amend the charter to change certain provisions which restrict the Company’s Class B ordinary shares from converting to Class A ordinary shares prior to the closing of the business combination. Both proposals were approved (the “Conversion Proposal”). The submission of the Conversion Proposal entitled holders of the Company’s Class A Ordinary Shares to redeem their shares for their pro rata portion of the funds held in the Trust Account. In connection with the General Meeting, as of March 14, 2023, of the 2,909,170 remaining Class A ordinary shares outstanding with redemption rights, the holders of 433,699 Class A ordinary shares elected to redeem their shares at a per share redemption price of approximately $10.07. As a result, approximately $4.4 million was removed from the Trust Account to pay such holders. As of April 27, 2023 the remaining balance of approximately $25.8 million is being held as cash in the Trust Account. Proposed Business Combination On March 20, 2023, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with its Sponsor, Braiin Limited, an Australian public company limited by shares (“Braiin”), and certain Braiin shareholders (the “Braiin Supporting Shareholders”) who collectively own 100% of the outstanding ordinary shares of Braiin (the “Braiin Shares”). Pursuant to the terms of the Business Combination Agreement, a business combination between NRAC and Braiin (the “Business Combination”) will be effected as a share exchange in which Braiin shareholders exchange 100% of their Braiin Shares for a pro rata portion of Class A Ordinary Shares, par value $0.0001 per share, of NRAC (the “Class A Ordinary Shares”) with an aggregate value of $190 million (the “Share Exchange”). The number of shares to be issued will be based upon a per share value of $10.00. The aggregate value is subject to adjustment up or down based upon certain indebtedness and cash on hand of Braiin as set forth in its audited financial statements. Prior to the consummation of the Business Combination, Braiin will acquire PowerTec Holdings Ltd., an Australian distributor that supplies connectivity solutions to individuals and businesses around the world. (“PowerTec”). Following the Share Exchange, Braiin will continue as a subsidiary of the Company, and the Company will change its name to “Braiin Holdings.” We refer to NRAC after giving effect to the Business Combination, as “New Braiin.” Simultaneously with the execution of the Business Combination Agreement, NRAC and Braiin entered into separate support agreements with the Braiin Supporting Shareholders and the Sponsor pursuant to which the Braiin Supporting Shareholders and the Sponsor have agreed to vote their Braiin shares and NRAC shares, respectively, in favor of the Business Combination and against any competing acquisition proposal, and not to solicit any competing acquisition proposal. In addition, the Sponsor has agreed to surrender 1,500,000 NRAC founder shares immediately prior to the closing of the Business Combination (the “Closing”) and to waive: (i) redemption rights with respect to its NRAC shares in connection with the Business Combination, and (ii) the right to have any working capital loans extended to NRAC converted into warrants. Certain Related Agreements Forward Purchase Agreement In connection with the Business Combination, on March 16, 2023, NRAC and Braiin entered into an OTC Equity Prepaid Forward Transaction agreement (the “Forward Purchase Agreement”) with certain funds managed by Meteora Capital, LLC, an investor in the Sponsor (the “Meteora Funds”). The Forward Purchase Agreement was entered into on March 16, 2023, prior to the signing and announcement of the Business Combination Agreement. Pursuant to the Forward Purchase Agreement, Meteora has agreed to make purchases of Class A Ordinary Shares of NRAC: (a) in open-market purchases through a broker after the date of NRAC’s redemption deadline in connection with the vote of NRAC shareholders to approve the Business Combination from holders of Class A Ordinary Shares of NRAC, including those who elect to redeem Class A Ordinary Shares and subsequently revoked their prior elections to redeem (the “Recycled Shares”) and (b) directly from NRAC, newly-issued Class A Ordinary Shares of NRAC (the “Additional Shares” and, together with the Recycled Shares, the “Subject Shares”). The aggregate total Subject Shares will be up to 2,900,000 (but not more than 9.9% of NRAC’s Class A Ordinary Shares outstanding on a post-transaction basis) (the “Maximum Number of Shares”). Meteora has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Business Combination. The Company filed a current report on Form 8-K on March 21, 2023 with the full Business Combination Agreement and supporting agreements. The Forward Purchase Agreement provides that no later than the earlier of (a) one business day after the closing of the Business Combination and (b) the date any assets from NRAC’s trust account are disbursed in connection with the Business Combination, the Combined Company will pay to Meteora, out of funds held in its Trust Account, an amount (the “Prepayment Amount”) equal to (x) the per-share redemption price (the “Initial Price”) multiplied by (y) the number of Recycled Shares on the date of such prepayment less the Prepayment Shortfall. The Prepayment Shortfall is equal to the lesser of (i) ten percent of the product of (x) the Number of NRAC Class A Ordinary Shares multiplied by (y) the Initial Price and (ii) $3,000,000. Meteora may, at its discretion and at any time following the closing of the Business Combination, provide an Optional Early Termination notice (“OET Notice”) and pay to the Combined Company the product of the “Reset Price” and the number of NRAC’s Class A Ordinary Shares listed on the OET Notice. The Reset Price shall initially equal the Initial Price but shall be adjusted on the first scheduled trading date of each two-week period commencing on the first week following the 30th day after the closing of the Business Combination to the lowest of (i) the current Reset Price, (ii) the Initial Price and (iii) the volume weighted average price (“VWAP”) of NRAC’s Class A Ordinary Shares of the prior two-week period. The Forward Purchase Agreement matures on the earlier to occur of (a) three years after the closing of the Business Combination, (b) the date specified by Meteora in a written notice delivered at Meteora’s discretion if (i) the VWAP of NRAC’s Class A Ordinary Shares during 10 out of 30 consecutive trading days is at or below $5.00 per Share, or (ii) the Shares are delisted from a national securities exchange. At maturity, Meteora will be entitled to receive maturity consideration in cash or shares. The maturity consideration will equal the product of (1) (a) the Number of NRAC Class A Ordinary Shares less (b) the number of Terminated Shares, multiplied by (2) $1.50 in the event of cash or, in the event of NRAC Class A Ordinary Shares, $2.00; and $2.50, solely in the event of a registration failure. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934. The Forward Purchase Agreement may be terminated by any of the parties thereto if the Business Combination Agreement is terminated pursuant to its terms prior to the closing of the Business Combination. NRAC has agreed to indemnify and hold harmless Meteora, its affiliates, assignees and other parties described therein (the “Indemnified Parties”) from and against all losses, claims, damages and liabilities under the Forward Purchase Agreement (excluding liabilities relating to the manner in which Meteora sells any shares it owns) and reimburse the Indemnified Parties for their reasonable expenses incurred in connection with such liabilities, subject to certain exceptions described therein, and has agreed to contribute to any amounts required to be paid by any Indemnified Parties if such indemnification is unavailable or insufficient to hold such party harmless. Sponsor Support Agreement and Share Surrender Simultaneously with the execution of the Business Combination Agreement, NRAC and Braiin entered into a support agreement with the Sponsor (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed to vote its NRAC ordinary shares and its Private Placement Warrants in favor of the Business Combination and against any competing acquisition proposal, and not to solicit any competing acquisition proposal. In addition, the Sponsor has agreed to surrender 1,500,000 NRAC Class B Ordinary Shares immediately prior to the Effective Time and to waive: (i) redemption rights with respect to its NRAC shares in connection with the Business Combination, and (ii) the right to have any working capital loans extended to NRAC converted into warrants. Company Shareholder Lock-Up Agreements Simultaneously with the execution of the Business Combination Agreement, NRAC and Braiin entered into a support agreement with the Braiin Supporting Shareholders (the “Company Shareholder Support Agreement”) pursuant to which the Braiin Supporting Shareholders have agreed to vote their Braiin shares in favor of the Business Combination and against any competing acquisition proposal, and not to solicit any competing acquisition proposal. The consummation of the Business Combination is conditioned upon, among other things, (i) the absence of any governmental or court order, determination or injunction enjoining or prohibiting the Business Combination and related transactions, (ii) effectiveness of the Registration Statement and completion of the Shareholder Meeting, including any associated redemptions by NRAC shareholders, (iii) NRAC having at least $5,000,001 of net tangible assets (determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after all redemptions, (iv) approval of the Business Combination and related transactions at the Shareholder Meeting, (v) the Share Consideration being approved for listing on Nasdaq, and (vi) all necessary regulatory approvals being obtained. The full Business Combination agreement and other related agreements have been filed by the Company on a Current Report on From 8-K on March 21, 2023.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements are presented in in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Emerging growth company	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires 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. As of December 31, 2022 and 2021, the Company had no cash equivalents.
Investments held in Trust Account	Investments held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of financial instruments	Fair Value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the balance sheets.
Fair value measurements	Fair value measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants to purchase ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , Derivatives and Hedging , Embedded Derivatives The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40, Contracts in Entity’s Own Equity
Offering costs associated with the Initial Public Offering	Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A ordinary shares subject to possible redemption	Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 24,150,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The changes in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income taxes	Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net income per ordinary share	Net income per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 12,603,334 shares of Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. For the year ended December 31, 2021, the number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 787,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5). Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Remeasurement associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Year Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - Basic $ 6,699,929 $ 1,674,982 $ 7,406,939 $ 2,017,133 Allocation of net income - Diluted $ 6,699,929 $ 1,674,982 $ 7,387,490 $ 2,036,582 Denominator: Basic weighted average ordinary shares outstanding 24,150,000 6,037,500 21,900,411 5,964,144 Effect of dilutive securities - - - 73,356 Diluted weighted average ordinary shares outstanding 24,150,000 6,037,500 21,900,411 6,037,500 Basic net income per ordinary share $ 0.28 $ 0.28 $ 0.34 $ 0.34 Diluted net income per ordinary share $ 0.28 $ 0.28 $ 0.34 $ 0.34
Recent accounting pronouncements	Recent accounting pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of basic and diluted net income per ordinary share	For the Year Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income - Basic $ 6,699,929 $ 1,674,982 $ 7,406,939 $ 2,017,133 Allocation of net income - Diluted $ 6,699,929 $ 1,674,982 $ 7,387,490 $ 2,036,582 Denominator: Basic weighted average ordinary shares outstanding 24,150,000 6,037,500 21,900,411 5,964,144 Effect of dilutive securities - - - 73,356 Diluted weighted average ordinary shares outstanding 24,150,000 6,037,500 21,900,411 6,037,500 Basic net income per ordinary share $ 0.28 $ 0.28 $ 0.34 $ 0.34 Diluted net income per ordinary share $ 0.28 $ 0.28 $ 0.34 $ 0.34

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Tables)	12 Months Ended
	Dec. 31, 2022
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Schedule of class A ordinary shares	Gross Proceeds $ 241,500,000 Less: Proceeds allocated to Public Warrants (11,775,540 ) Class A ordinary shares issuance costs (13,347,108 ) Plus: Accretion of carrying value to redemption value 25,122,648 Class A ordinary shares subject to possible redemption at December 31, 2021 $ 241,500,000 Increase in redemption value of Class A ordinary shares subject to redemption 3,409,717 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 244,909,717

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of financial assets and liabilities	Fair Value Measured as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 245,009,717 $ - $ - $ 245,009,717 Liabilities: Derivative public warrant liabilities $ 403,310 $ - $ - $ 403,310 Derivative private placement warrant liabilities - 228,120 - 228,120 Total derivative warrant liabilities $ 403,310 $ 228,120 $ - $ 631,430 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Account $ 241,526,002 $ - $ - $ 241,526,002 Liabilities: Derivative public warrant liabilities $ 4,467,750 $ - $ - $ 4,467,750 Derivative private warrant liabilities - - 2,563,530 2,563,530 Total derivative warrant liabilities $ 245,993,752 $ - $ 2,563,530 $ 7,031,280
Schedule of quantitative information regarding Level 3 fair value measurements inputs at their measurement dates	February 4, December 31, Exercise price 11.50 11.50 Stock Price $ 9.87 $ 9.71 Option term to M&A 5.00 5.00 Volatility 20 % 11 % Risk-free interest rate 0.64 % 1.31 %
Schedule of derivative warrant liabilities measured utilizing Level 3	Derivative warrant liabilities at December 31, 2021 - Level 3 $ 2,563,530 Change in fair value of derivative warrant liabilities - Level 3 (2,356,810 ) Transfer of Private Warrants to Level 2 measurement (206,720 ) Derivative warrant liabilities at December 31, 2022 - Level 3 $ - Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants - Level 3 18,520,390 Transfer of Public Warrants to Level 1 measurement (11,775,540 ) Change in fair value of derivative warrant liabilities - Level 3 (4,181,320 ) Derivative warrant liabilities at December 31, 2021 - Level 3 $ 2,563,530

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			12 Months Ended
	Jan. 27, 2023	Feb. 04, 2021	Dec. 31, 2022	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds (in Dollars per share)		$ 241,500,000
Offering costs of approximately (in Dollars per share)		14,400,000
Offering costs (in Dollars per share)		$ 9,100,000
Legal fees		$ 320,000
Private placement warrants (in Shares)			4,553,334
Private placement warrant price (in Dollars per share)			$ 1.5
Generating gross proceeds			$ 6,800,000
Private placement of the net proceeds			$ 241,500,000
Fair market value, percentage			80%
Post-transaction owns or acquires percentage			50%
Trust account per share (in Dollars per share)			$ 10
Net tangible assets			$ 5,000,001
Aggregate shares, percentage			15%
Business combination to redeem			100%
Lesser amount			$ 10,000
Redemption outstanding public shares			100%
Dissolution expense			$ 100,000
Taxes payable			$ 100,000
Trust account price per share (in Dollars per share)			$ 10
Public share price per share (in Dollars per share)			$ 10
Operating bank account			$ 42,000
Working capital			2,000
Liquidity amount			25,000
Founder shares			$ 195,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)		3,150,000
Price per share (in Dollars per share)		$ 10
Elected to redeem share (in Shares)		3,150,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Per share price (in Dollars per share)			$ 10
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Elected to redeem share (in Shares)		24,150,000
Public share price per share (in Dollars per share)			10
Class A Ordinary Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)			0.055
Trust account per share (in Dollars per share)			$ 0.28	$ 0.34
Redemption shares outstanding (in Shares)			24,150,000	24,150,000
Redemption price per share (in Dollars per share)			$ 10.14	$ 10
Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Trust account to pay	$ 216,100,000
Cash in trust account	$ 25,800,000
Subsequent Event [Member] | Class A Ordinary Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Redemption shares outstanding (in Shares)	24,150,000
Elected to redeem share (in Shares)	21,240,830
Redemption price per share (in Dollars per share)	$ 10.17
Initial Public [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)		24,150,000
Redemption outstanding public shares			100%

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Federal depository insurance coverage (in Dollars)	$ 250,000
Class A ordinary shares subject to possible redemption	24,150,000	24,150,000
Purchase aggregate	12,603,334

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per ordinary share - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares [Member]
Numerator:
Allocation of net income - Basic (in Dollars)	$ 6,699,929	$ 7,406,939
Allocation of net income - Diluted (in Dollars)	$ 6,699,929	$ 7,387,490
Denominator:
Basic weighted average ordinary shares outstanding	24,150,000	21,900,411
Effect of dilutive securities
Diluted weighted average ordinary shares outstanding	24,150,000	21,900,411
Basic net income per ordinary share (in Dollars per share)	$ 0.28	$ 0.34
Diluted net income per ordinary share (in Dollars per share)	$ 0.28	$ 0.34
Class B Ordinary Shares [Member]
Numerator:
Allocation of net income - Basic (in Dollars)	$ 1,674,982	$ 2,017,133
Allocation of net income - Diluted (in Dollars)	$ 1,674,982	$ 2,036,582
Denominator:
Basic weighted average ordinary shares outstanding	6,037,500	5,964,144
Effect of dilutive securities		73,356
Diluted weighted average ordinary shares outstanding	6,037,500	6,037,500
Basic net income per ordinary share (in Dollars per share)	$ 0.28	$ 0.34
Diluted net income per ordinary share (in Dollars per share)	$ 0.28	$ 0.34

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Feb. 04, 2021	Dec. 31, 2022
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of share issued (in Shares)	24,150,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of share issued (in Shares)	3,150,000
Sale of price per unit (in Dollars per share)	$ 10
Gross proceeds amount	$ 241,500,000
Offering costs	14,400,000
Deferred underwriting commissions	9,100,000
Deferred underwriting commissions	$ 320,000
Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Sale of price per unit (in Dollars per share)		$ 0.055
Exercise price per share (in Dollars per share)		$ 11.5

Private Placement (Details)

Private Placement (Details) - USD ($)		12 Months Ended
	Feb. 04, 2021	Dec. 31, 2022
Private Placement (Details) [Line Items]
Gross proceeds	$ 6,800,000
Fair value of private placement warrant	6,700,000
Cash received fair value of private placement warrants	$ 85,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Share issued (in Shares)		4,553,334
Ordinary shares price, per share (in Dollars per share)		$ 1.5
Gross proceeds		$ 6,800,000
Class A Ordinary Shares [Member]
Private Placement (Details) [Line Items]
Ordinary shares price, per share (in Dollars per share)		$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended	12 Months Ended
	Feb. 01, 2021	Nov. 11, 2020	Feb. 04, 2021	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Borrowing amount			$ 195,000
Working capital loans				$ 1,500,000
Warrants price per share (in Dollars per share)				$ 1.5
Office space, administrative, financial and support services				$ 30,000
Administrative agreement expenses					$ 330,000
Reimbursable expenses to related parties				74,000
Due to related party				$ 59,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of shares (in Shares)			787,500
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares (in Shares)	0.05
Aggregate of ordinary shares outstanding (in Shares)	6,037,500
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)				$ 12
Administrative Agreement [Member]
Related Party Transactions (Details) [Line Items]
Administrative agreement expenses					$ 360,000
Reimbursable expenses to related parties				$ 65,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of shares (in Shares)	787,500
Issued and outstanding shares, percentage	20%
Founder Shares [Member] | Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate certain expenses		$ 25,000
Exchange for issuance shares (in Shares)		5,750,000
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Amount of sponsor paid		$ 300,000

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)		12 Months Ended
	Aug. 04, 2022	Dec. 31, 2022	Dec. 31, 2021
Commitments & Contingencies (Details) [Line Items]
Aggregate price per unit (in Dollars per share)		$ 0.2
Price per unit (in Dollars per share)		0.375
Deferred underwriting commissions (in Dollars per share)		$ 9,100,000
Success fee	$ 2,415,000
Excess of deferred legal fees		$ 250,000
Deferred legal fees		$ 1,100,000	$ 605,000
IPO [Member]
Commitments & Contingencies (Details) [Line Items]
Additional purchase of shares (in Shares)		3,150,000
IPO [Member]
Commitments & Contingencies (Details) [Line Items]
Aggregate price per unit (in Dollars per share)		$ 4,800,000
Aggregate amount		$ 603,750
Gross proceeds interest rate		0.25%

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Derivative Warrant Liabilities (Details) [Line Items]
Public warrants	8,050,000	8,050,000
Private placement warrants outstanding	4,553,334	4,553,334
Initial business combination, description	In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $10.00 per-share redemption trigger price described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of (i) the Market Value and (ii) the Newly Issued Price.
Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrant exercise price per share (in Dollars per share)	$ 11.5
Warrants expire term	5 years
Class A Ordinary Shares [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Redemption of warrants price	10
Redemption of warrants, description	Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):    ● in whole and not in part;     ● at a price of $0.01 per warrant;     ● upon a minimum of 30 days’ prior written notice of redemption; and     ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Ordinary shares price per warrant (in Dollars per share)	$ 0.361
Class A Ordinary Shares [Member] | Redemption of Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Redemption of warrants, description	Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:    ● in whole and not in part;     ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined by reference to an agreed table based on the redemption date and the fair market value of the Class A ordinary shares;     ● if, and only if, the last reported sale price of Class A ordinary shares equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and     ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items]
Class A ordinary shares authorized	500,000,000	500,000,000
Class A ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock vote, description	Holder of the Company’s Class A ordinary shares are entitled to one vote for each share.
Ordinary shares, shares outstanding	24,150,000	24,150,000

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares - Class A Ordinary Shares [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Condensed Financial Statements, Captions [Line Items]
Gross Proceeds		$ 241,500,000
Less:
Proceeds allocated to Public Warrants		(11,775,540)
Class A ordinary shares issuance costs		(13,347,108)
Plus:
Accretion of carrying value to redemption value		25,122,648
Class A ordinary shares subject to possible redemption	$ 244,909,717	$ 241,500,000
Increase in redemption value of Class A ordinary shares subject to redemption	$ 3,409,717

Shareholders' Deficit (Details)

Shareholders' Deficit (Details) - $ / shares		12 Months Ended
	Nov. 11, 2020	Dec. 31, 2022	Dec. 31, 2021	Feb. 04, 2021
Shareholders' Deficit (Details) [Line Items]
Preference shares, authorized		5,000,000	5,000,000
Preference shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preference shares, issued
Preference shares, outstanding
Founder Shares [Member]
Shareholders' Deficit (Details) [Line Items]
Shares subject to forfeiture				787,500
Class A Ordinary Shares [Member]
Shareholders' Deficit (Details) [Line Items]
Ordinary shares, authorized		500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock vote, description		Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.
Ordinary shares, issued		24,150,000	24,150,000
Ordinary shares, outstanding		24,150,000	24,150,000
Class B Ordinary Shares [Member]
Shareholders' Deficit (Details) [Line Items]
Ordinary shares, authorized		50,000,000	50,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock vote, description		Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.
Common stock, issued	5,750,000
Stock dividend (in Dollars per share)	$ 0.05
Aggregate shares	6,037,500
Ordinary shares, shares outstanding		6,037,500	6,037,500
Shares subject to forfeiture		787,500
Issued and outstanding shares percentage		20%
Converted basis percentage		20%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair value of liabilities	$ 6.4	$ 11.5

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of financial assets and liabilities - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Assets
Investments held in Trust Account	$ 245,009,717	$ 241,526,002
Liabilities:
Derivative public warrant liabilities	403,310	4,467,750
Derivative private placement warrant liabilities	228,120	2,563,530
Total derivative warrant liabilities	631,430	7,031,280
Level 1 [Member]
Assets
Investments held in Trust Account	245,009,717	241,526,002
Liabilities:
Derivative public warrant liabilities	403,310	4,467,750
Derivative private placement warrant liabilities
Total derivative warrant liabilities	403,310	245,993,752
Level 2 [Member]
Assets
Investments held in Trust Account
Liabilities:
Derivative public warrant liabilities
Derivative private placement warrant liabilities	228,120
Total derivative warrant liabilities	228,120
Level 3 [Member]
Assets
Investments held in Trust Account
Liabilities:
Derivative public warrant liabilities
Derivative private placement warrant liabilities		2,563,530
Total derivative warrant liabilities		$ 2,563,530

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs at their measurement dates - $ / shares		12 Months Ended
	Feb. 04, 2021	Dec. 31, 2021
Schedule of Quantitative Information Regarding Level3 Fair Value Measurements Inputs at their Measurement Dates [Abstract]
Exercise price	$ 11.5	$ 11.5
Stock Price	$ 9.87	$ 9.71
Option term to M&A	5 years	5 years
Volatility	20%	11%
Risk-free interest rate	0.64%	1.31%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of derivative warrant liabilities measured utilizing Level 3 - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Derivative Warrant Liabilities Measured Utilizing Level3 [Abstract]
Derivative warrant liabilities beginning	$ 2,563,530
Issuance of Public and Private Warrants - Level 3		18,520,390
Transfer of Public Warrants to Level 1 measurement		(11,775,540)
Change in fair value of derivative warrant liabilities - Level 3	(2,356,810)	(4,181,320)
Transfer of Private Warrants to Level 2 measurement	(206,720)
Derivative warrant liabilities at ending		$ 2,563,530

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		1 Months Ended		12 Months Ended
	Apr. 04, 2023	Mar. 20, 2023	Jan. 27, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 27, 2023	Mar. 04, 2023	Feb. 04, 2023
Subsequent Events (Details) [Line Items]
Ordinary shares				$ 3,409,717	$ 25,122,648
Trust account				$ 245,009,717	$ 241,526,002
Founder shares (in Shares)				1,500,000
Aggregate shares (in Shares)				2,900,000
Ordinary shares in percentage				9.90%
Initial Price				$ 3,000,000
Purchase agreement description				(i) the VWAP of NRAC’s Class A Ordinary Shares during 10 out of 30 consecutive trading days is at or below $5.00 per Share, or (ii) the Shares are delisted from a national securities exchange. At maturity, Meteora will be entitled to receive maturity consideration in cash or shares. The maturity consideration will equal the product of (1) (a) the Number of NRAC Class A Ordinary Shares less (b) the number of Terminated Shares, multiplied by (2) $1.50 in the event of cash or, in the event of NRAC Class A Ordinary Shares, $2.00; and $2.50, solely in the event of a registration failure.
Sponsor shares (in Shares)				1,500,000
Net tangible assets				$ 5,000,001
Class A ordinary shares [Member]
Subsequent Events (Details) [Line Items]
Shares issued per share (in Dollars per share)				$ 11.5
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Minimum market value	$ 35,000,000
Conversion amount	62,000,000
Market value listed securities exceed	35,000,000
Trust account	100,000						$ 100,000	$ 100,000
Redemption rights (in Shares)			2,909,170
Redemption right shares (in Shares)			433,699
Redemption price per share (in Dollars per share)			$ 10.07
Trust account			$ 4,400,000
Ordinary shares in percentage		100%
Ordinary per shares (in Dollars per share)		$ 0.0001
Aggregate value		$ 190,000,000
Shares issued per share (in Dollars per share)		$ 10
Subsequent Event [Member] | Class B ordinary shares [Member]
Subsequent Events (Details) [Line Items]
Ordinary shares	$ 6,037,499
Subsequent Event [Member] | Class A ordinary shares [Member]
Subsequent Events (Details) [Line Items]
Ordinary price per share (in Dollars per share)	$ 10.27
Ordinary shares in percentage		100%
Forecast [Member]
Subsequent Events (Details) [Line Items]
Trust account						$ 25,800,000