Osiris Acquisition Corp - Ordinary Shares (OSI) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40402
Entity Registrant Name	OSIRIS ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3636928
Entity Address, Address Line One	95 5th Avenue, 6th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	646
Local Phone Number	993-4635
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001832136
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one public warrant
Document Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one public warrant
Trading Symbol	OSLU
Security Exchange Name	NYSE
Class A common stock
Document Information
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Trading Symbol	OSI
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		3,103,541
Warrants
Document Information
Title of 12(b) Security	Warrants
Trading Symbol	OSI WS
Security Exchange Name	NYSE
Class B common stock
Document Information
Entity Common Stock, Shares Outstanding		5,750,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 285,091	$ 563,707
Cash - restricted		700,000
Prepaid expenses	179,001	207,596
Due from Sponsor	$ 59	$ 59
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]	Sponsor [Member]	Sponsor [Member]
Total current assets	$ 464,151	$ 1,471,362
Cash held in Trust Account	32,818,782	31,685,865
Total assets	33,282,933	33,157,227
Current liabilities:
Accounts payable and accrued expenses	1,140,597	1,780,730
Accrued offering costs	431,000	431,000
Note payable - Sponsor	$ 3,000,000	$ 1,500,000
Notes Payable, Current, Related Party, Type [Extensible Enumeration]	Sponsor [Member]	Sponsor [Member]
Total current liabilities	$ 4,571,597	$ 3,711,730
Deferred underwriting compensation	8,050,000	8,050,000
Forward purchase liability	3,432,277	1,459,534
Derivative warrant liabilities	546,620	724,000
Total liabilities	16,600,494	13,945,264
Commitments and contingencies
Stockholders' deficit:
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, issued and outstanding
Accumulated deficit	(16,040,890)	(13,074,477)
Total stockholders' deficit	(16,040,315)	(13,073,902)
Total liabilities, common stock subject to possible redemption and stockholders' deficit	33,282,933	33,157,227
Class A common stock subject to possible redemption
Current liabilities:
Class A common stock subject to possible redemption (3,103,541 shares at approximately $10.46 and $10.03 per share redemption value as of September 30, 2023 and December 31, 2022, respectively)	32,722,754	32,285,865
Class A common stock not subject to redemption
Stockholders' deficit:
Common stock	0	0
Class B common stock
Stockholders' deficit:
Common stock	$ 575	$ 575

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	540,000,000	540,000,000
Class A common stock subject to possible redemption
Class A common stock subject to possible redemption, issued (in shares)	3,103,541	3,103,541
Shares subject to possible redemption	3,103,541	3,103,541
Purchase price, per unit	$ 10.46	$ 10.03
Class A common stock not subject to redemption
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B common stock
Common stock, par value (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
EXPENSES
Administrative fee - related party	$ 30,000	$ 30,000	$ 90,000	$ 90,000
General and administrative	189,044	468,769	1,239,170	2,431,044
TOTAL EXPENSES	219,044	498,769	1,329,170	2,521,044
OTHER INCOME (EXPENSES)
Interest earned on cash held in Trust Account	258,631	1,132,777	713,302	1,514,086
Change in fair value of derivative warrant liabilities and forward purchase liability	4,976,852	173,790	(1,795,363)	6,853,280
TOTAL OTHER INCOME (EXPENSES) - NET	5,235,483	1,306,567	(1,082,061)	8,367,366
INCOME (LOSS) BEFORE INCOME TAXES	5,016,439	807,798	(2,411,231)	5,846,322
Income tax provision	(43,812)	(286,024)	(118,293)	(286,024)
Net income (loss)	$ 4,972,627	$ 521,774	$ (2,529,524)	$ 5,560,298
Class A common stock
OTHER INCOME (EXPENSES)
Weighted average shares outstanding, basic	3,103,541	23,000,000	3,103,541	23,000,000
Weighted average shares outstanding, diluted	3,103,541	23,000,000	3,103,541	23,000,000
Basic net income (loss) per common share	$ 0.56	$ 0.02	$ (0.29)	$ 0.19
Diluted net income (loss) per common share	$ 0.56	$ 0.02	$ (0.29)	$ 0.19
Class B common stock
OTHER INCOME (EXPENSES)
Weighted average shares outstanding, basic	5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, diluted	5,750,000	5,750,000	5,750,000	5,750,000
Basic net income (loss) per common share	$ 0.56	$ 0.02	$ (0.29)	$ 0.19
Diluted net income (loss) per common share	$ 0.56	$ 0.02	$ (0.29)	$ 0.19

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock subject to possible redemption Common Stock	Class A common stock subject to possible redemption Additional Paid-in Capital	Class A common stock subject to possible redemption Accumulated Deficit	Class A common stock subject to possible redemption	Class B common stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021					$ 575		$ (18,146,955)	$ (18,146,380)
Balance at the beginning (in shares) at Dec. 31, 2021					5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption value			$ (960,467)	$ (960,467)
Net loss							5,560,298	5,560,298
Balance at the ending at Sep. 30, 2022					$ 575	$ 0	(13,547,124)	(13,546,549)
Balance at the ending (in shares) at Sep. 30, 2022					5,750,000
Balance at the beginning at Jun. 30, 2022					$ 575	0	(13,190,288)	(13,189,713)
Balance at the beginning (in shares) at Jun. 30, 2022					5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption value	$ 0	$ 0	(878,610)	(878,610)
Net loss					$ 0	0	521,774	521,774
Balance at the ending at Sep. 30, 2022					$ 575	0	(13,547,124)	(13,546,549)
Balance at the ending (in shares) at Sep. 30, 2022					5,750,000
Balance at the beginning at Dec. 31, 2022					$ 575	0	(13,074,477)	(13,073,902)
Balance at the beginning (in shares) at Dec. 31, 2022					5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption value	$ 0	$ 0	$ (436,889)	$ (436,889)
Net loss					$ 0	0	(2,529,524)	(2,529,524)
Balance at the ending at Sep. 30, 2023					$ 575	0	(16,040,890)	(16,040,315)
Balance at the ending (in shares) at Sep. 30, 2023					5,750,000
Balance at the beginning at Jun. 30, 2023					$ 575	0	(20,754,886)	(20,754,311)
Balance at the beginning (in shares) at Jun. 30, 2023					5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption value					$ 0	0	(258,631)	(258,631)
Net loss					0	0	4,972,627	4,972,627
Balance at the ending at Sep. 30, 2023					$ 575	$ 0	$ (16,040,890)	$ (16,040,315)
Balance at the ending (in shares) at Sep. 30, 2023					5,750,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows From Operating Activities:
Net income (loss)	$ (2,529,524)	$ 5,560,298
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on Cash held in Trust Account	(713,302)	(1,514,086)
Change in fair value of derivative liabilities	(177,380)	(7,590,280)
Change in fair value of forward purchase asset	1,972,743	737,000
Changes in operating assets and liabilities:
Prepaid expenses	28,595	233,996
Accrued offering costs		43,561
Accounts payable and accrued expenses	(640,133)	521,496
Net Cash Used in Operating Activities	(2,059,001)	(2,008,015)
Cash Flows From Investing Activities:
Cash deposited into Trust Account	(459,710)
Cash withdrawn from Trust Account to pay taxes	40,095	218,268
Net Cash Provided by (Used in) Investing Activities	(419,615)	218,268
Cash Flows From Financing Activities:
Proceeds from Sponsor note payable	1,500,000	1,600,000
Repayment of Sponsor note payable		(400,000)
Net Cash Provided By Financing Activities	1,500,000	1,200,000
Net change in cash	(978,616)	(589,747)
Cash and Cash - Restricted at beginning of period	1,263,707	639,843
Cash and Cash - Restricted at end of period	$ 285,091	$ 50,096

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	9 Months Ended
	Sep. 30, 2023
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Osiris Acquisition Corp. (the “Company”) was incorporated in Delaware on October 22, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating an Initial Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from October 22, 2020 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. Sponsor and Initial Public Offering On May 18, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares” and the “Public Warrants,” respectively), generating gross proceeds of $230,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of 6,600,000 warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor (as defined below). Upon the closing of the Initial Public Offering and the private placement, $230,000,000 was placed in a trust account (the “Trust Account”) (discussed below ). The Company’s sponsor is Osiris Sponsor, LLC., a Delaware limited partnership (the “Sponsor”). The Company intends to finance its Initial Business Combination with proceeds from the $230,000,000 initial public offering of Units (as defined in Note 4 below) and the $6,600,000 private placement (Note 5). Trust Account Following the closing of the Initial Public Offering on May 18, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a Trust Account which are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of an Initial Business Combination or (ii) the distribution of the Trust Account, as described below. During the nine months ended September 30, 2023, $40,095 was withdrawn from the Trust Account to pay taxes and $459,710 was repaid to the Trust Account. During the year ended December 31, 2022, $1,638,019 was withdrawn from the Trust Account to pay taxes and $199,602,422 was withdrawn from the Trust Account for redemptions of Public Shares. The Company has 36 months from the closing of the Initial Public Offering to complete an Initial Business Combination (the “Combination Period”). If the Company has not completed an Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. There is no assurance that the Company will be able to complete an Initial Business Combination successfully. The Company must complete one or more business combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete an Initial 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act. The net proceeds of the Initial Public Offering are held in a Trust Account located in the United States and invested only in 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 in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There are no redemption rights with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity If the Company seeks stockholder approval of an Initial Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Articles of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If the Company seeks stockholder approval of the Initial Business Combination, the Company will proceed with an Initial Business Combination if a majority of the shares voted are voted in favor of the Initial Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing an Initial Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with an Initial Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving an Initial Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of an Initial Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete an Initial Business Combination within 36 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with an Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an Initial Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an Initial Business Combination within the Combination Period. The Company will have to complete an Initial Business Combination within the Combination Period. If the Company has not completed an Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 discussed entering into a transaction 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 Public 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 monies held in the Trust Account 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Extension and Redemptions On December 14, 2022, the Company held a meeting, where its stockholders approved the Extension Amendment Proposal to extend the date by which the company must consummate its initial business combination from May 18, 2023 to May 18, 2024, or such earlier date as determined by the Company’s board of directors. In connection with the vote to approve the Extension Amendment Proposal, stockholders holding 19,896,459 shares of the company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $199,650,204 (approximately $10.03 per share) was removed from the Company’s Trust Account to pay such holders, representing 86.5% of the public shares. 13.5% of the public shares issued in our IPO remain outstanding. Following the meeting, on December 14, 2022, the company’s board of directors waived the condition to the Extension Amendment Proposal providing that no more than $75 million of redemptions occur. Going Concern Considerations, Liquidity and Capital Resources There is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. However, management may be able to draw down on the Related Party Loans (see Note 5) to address its liquidity needs. As of September 30, 2023, the Company had a working capital deficit of approximately $4.3 million and cash of approximately $0.3 million. If unable to complete a business combination by May 18, 2024, the Company is required to liquidate. The liquidity condition as well as the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K including the audited financial statements as of and for the year ended December 31, 2022 filed with the SEC on April 19, 2023, which was amended with the filing of Form 10-K/A filed with the SEC on May 15, 2023, to restate the audited financial statements to correct errors related to Class A common stock subject to possible redemption and stockholders’ deficit. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed balance sheets. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and forward purchase agreement. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. Cash – Restricted Cash that is encumbered or otherwise restricted as to its use is included in cash – restricted. As of December 31, 2022 the balance was $700,000. Cash – restricted at December 31, 2022 represents cash that was withdrawn from the trust account to pay taxes, but was not used to pay taxes due to a change in the amount of taxes due, and as such is due back to the trust. This amount, net of 2023 taxes due, was transferred back to the trust in April 2023. Cash Held in Trust Account At September 30, 2023 and December 31, 2022, the Company had approximately $32.8 million and $31.7 million, respectively, in cash held in the trust account. ​ Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2023 and December 31, 2022, the Class A common stock subject to redemption reflected in the balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 230,000,000 Less: ​ ​ Class A common stock issuance costs ​ ​ (9,770,532) Proceeds allocated to Public warrants ​ ​ (13,107,291) Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ 22,877,823 Class A common stock subject to possible redemption, December 31, 2021 ​ ​ 230,000,000 Redemption of Class A common stock ​ ​ (199,602,415) Change in remeasurement in carrying value to redemption value ​ ​ 1,888,280 Class A common stock subject to possible redemption, December 31, 2022 ​ ​ 32,285,865 Change in remeasurement in carrying value to redemption value ​ ​ 119,624 Class A common stock subject to possible redemption, March 31, 2023 ​ ​ 32,405,489 Change in remeasurement in carrying value to redemption value ​ ​ 58,635 Class A common stock subject to possible redemption, June 30, 2023 ​ 32,464,124 Change in remeasurement in carrying value to redemption value ​ ​ 258,630 Class A common stock subject to possible redemption, September 30, 2023 ​ $ 32,722,754 ​ Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year significantly exceeded the federally insured limit of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flow. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Except for the IPO warrants and private placement warrants above, as of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic diluted net income per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: ​ ​ ​ ​ ​ ​ Allocation of net loss ​ $ 1,743,116 ​ $ 3,229,510 ​ ​ 417,419 ​ $ 104,355 Denominator: Basic and diluted weighted average shares outstanding ​ 3,103,541 ​ 5,750,000 ​ ​ 23,000,000 ​ 5,750,000 Basic and diluted net loss per share of common stock ​ $ 0.56 ​ $ 0.56 ​ ​ 0.02 ​ $ 0.02 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ Nine Months Ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ (886,705) ​ $ (1,642,819) ​ ​ 4,448,238 ​ $ 1,112,060 Denominator: Basic and diluted weighted average shares outstanding ​ 3,103,541 ​ 5,750,000 ​ ​ 23,000,000 ​ 5,750,000 Basic and diluted net income (loss) per share of common stock ​ $ (0.29) ​ $ (0.29) ​ ​ 0.19 ​ $ 0.19 ​ Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Fair Value Measurement Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy (the “Fair Value Hierarchy”), which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of September 30, 2023 and December 31, 2022, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. See Note 10 for discussion of the fair value of the forward purchase asset and derivative warrant liabilities. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2023
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $230,000,000. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2023
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 6,600,000 Private Placement Warrants (the “Private Placement Warrants” or “Private Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $6,600,000. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 5, 2020, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In February 2021, the Sponsor surrendered 1,437,500 Founder Shares. In March 2021, the Sponsor sold 718,750 Founder Shares to the Company’s president, 300,000 shares to the chairman, 359,375 shares to the lead director and 40,000 Founder Shares to each of the three other independent directors at a purchase price of $0.003 per share. In May 2021, certain of the Company’s initial stockholders, including the Sponsor, forfeited 575,000 Founder Shares to the Company for no consideration, resulting in the initial stockholders, including our Sponsor, owning an aggregate of 6,612,500 Founder Shares. The Founder Shares included an aggregate of up to 862,500 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). All share and per share amounts have been retroactively restated to reflect these changes. In July 2021, the Underwriters’ over-allotment option expired and as a result the Sponsor forfeited 862,500 Class B common stock. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of an Initial Business Combination and (B) subsequent to an Initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 and $90,000 for such expenses under the administrative services agreement for the three and nine months ended September 30, 2023 and 2022, respectively. $255,000 and $195,000 were outstanding as of September 30, 2023 and December 31, 2022, respectively. Advances from Related Party During the year ended December 31, 2021, the Company paid an affiliate of the Sponsor for certain operating costs totaling $5,420 on behalf of the Sponsor. The Sponsor repaid the Company $5,361 in October 2021. During the year ended December 31, 2022, the Company did not pay any expenses on behalf of the Sponsor. As of September 30, 2023 and December 31, 2022, there is $59 due from the Sponsor. Related Party Loans On December 5, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) September 30, 2021 or (ii) the consummation of the Initial Public Offering. As of September 30, 2023 and December 31, 2022, there was no balance outstanding under the Promissory Note. The Company no longer has access to funds under the note since it expired upon closing of the Initial Public Offering. In order to finance transaction costs in connection with an Initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes and any other loans made by the Sponsor or its affiliates (including the loans made to effectuate extensions as described below), the Company’s officers and directors, or the Company’s and their affiliates prior to or in connection with an Initial Business Combination may be converted upon consummation of an Initial Business Combination into additional Private Placement Warrants at a price of $10.00 per Unit. In the event that an Initial 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. On April 12, 2022, the Sponsor agreed to loan the Company an aggregate of up to $1,600,000 (the “April Note”). The April Note bears interest at a rate of 0.96% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. On April 24, 2023, Osiris Acquisition Corp. (the “Company”) effected a drawdown of $1,000,000 under the unsecured promissory note, as amended by Amendment No. 1 to Promissory Note, dated April 24, 2023 (“Amendment No. 1”), in the principal amount up to $3,000,000 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $3,000,000. As of September 30, 2023 and December 31, 2022, the outstanding balance on the April Note was $3,000,000 and $1,500,000, respectively, which is included in Note payable – Sponsor on the accompanying balance sheets. ​

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and the conflict in Ukraine and the surrounding region, and has concluded that while it is reasonably possible that the virus 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. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and inhibit the Company’s ability to complete a Business Combination. Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. 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 an Initial Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement The Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with its Sponsor, which provides for the purchase of up to $50,000,000 of units, with each unit consisting of one share of Class A common stock (the “forward purchase shares”) and one-half The forward purchase warrants have the same terms as the Private Placement Warrants so long as they are held by the Sponsor or its permitted transferees, and the forward purchase shares is identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering, except the forward purchase shares are subject to transfer restrictions and certain registration rights. Any forward purchase warrant held by holders other than the Sponsor or its permitted transferees have the same terms as the warrants included in the Units being sold in the Initial Public Offering. The Sponsor’s commitment to purchase securities pursuant to the forward purchase agreement is intended to provide the Company with a minimum funding level for an Initial Business Combination. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in an Initial Business Combination, expenses in connection with an Initial Business Combination or for working capital in the post-transaction company. Subject to the conditions in the forward purchase agreement, the purchase of the forward purchase securities will be a binding obligation of our sponsor, regardless of whether any shares of Class A common stock are redeemed by the public stockholders in connection with an Initial Business Combination. The Company classifies the Forward Purchase agreement as an asset or liability, in accordance with the guidance contained in ASC 815-40, at its fair value and will allocate a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This asset is subject to re-measurement at each balance sheet date. With each such re-measurement, the asset will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the Forward Purchase Agreement will be reclassified as of the date of the event that causes the reclassification.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2023
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to an Initial Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of an Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, including any Class A common stock to be sold pursuant to a Forward Purchase Agreement, but not any warrants sold pursuant to a Forward Purchase Agreement, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination in consideration for such seller’s interest in the Initial Business Combination target and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company. ​

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2023
WARRANTS
WARRANTS	NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, it will use its reasonable best efforts to file with the SEC, and within 60 business days following an Initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Warrants for Cash. ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30 -day redemption period, to each warrant holder; and ● if, and only if, the closing price of our Class A common stock 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. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial 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. The Company accounts for the 18,100,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 6,600,000 Private Placement Warrants assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re- measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation model to value the Public Warrants and a Black-Scholes model to value the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2023
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2023 and December 31, 2022, and indicates the Fair Value Hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, Description: ​ Level ​ 2023 ​ 2022 Liabilities: ​ ​ ​ ​ ​ Warrant liability - Private Placement Warrants 2 ​ ​ 199,320 ​ 264,000 Warrant liability - Public Warrants ​ 2 ​ $ 347,300 ​ $ 460,000 Forward Purchase Liability ​ 3 ​ $ 3,432,277 ​ $ 1,459,534 ​ Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the publicly available price for the Warrant. Due to low trading activity during the year ended December 31, 2022, the Public Warrants were transferred to Level 2 on the Fair Value Hierarchy from Level 1 where they were classified at December 31, 2021. As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 2 on the Fair Value Hierarchy. As of September 30, 2023 the Private Placements Warrants were valued based on the fair value of the Public Warrants. As such, the Private Placement Warrants were transferred to Level 2 on the Fair Value Hierarchy from Level 3 where they were classified at December 31, 2021. The Public Warrants, Private Placement Warrants and the forward purchase units were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheets. The warrant liabilities and the forward purchase units are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative instruments in the statement of operations. Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. In order to value the forward purchase asset, the Company used a valuation method which considers the reconstructed unit price (the total fair value of common stock and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business Combination. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A Common Stock and one-half As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 2 on the Fair Value Hierarchy. As of September 30, 2023 and December 31, 2022, the Private Placements Warrants were valued based on the fair value of the Public Warrants. As of September 30, 2023 and December 31, 2022 the Private Placement Warrants were classified within Level 2 of the Fair Value Hierarchy due to the use of an unobservable market quote for a similar asset in an active market. As of September 30, 2023 and December 31, 2022, the forward purchase units were valued using a valuation method which considers the reconstructed unit price (the total fair value of common stock and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business Combination. As of September 30, 2023 and December 31, 2022, the forward purchase agreement was classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2023 and 2022. ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Measurement ​ ​ Using Level 3 Forward purchase liability Inputs Total Balance, December 31, 2022 ​ $ 1,459,534 Change in fair value of forward purchase asset/liability ​ (41,574) Balance, March 31, 2023 ​ ​ 1,417,960 Change in fair value of forward purchase asset/liability ​ ​ 5,584,799 Balance, June 30, 2023 ​ ​ 7,002,759 Change in fair value of forward purchase asset/liability ​ ​ (3,570,482) Balance, September 30, 2023 ​ $ 3,432,277 ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Measurement ​ ​ Using Level 3 Forward purchase liability ​ Inputs Total Balance, December 31, 2021 ​ $ 90,500 Change in fair value of forward purchase asset/liability ​ 363,000 Balance, March 31, 2022 ​ 453,500 Change in fair value of forward purchase asset/liability ​ (337,000) Balance, June 30, 2022 ​ 116,500 Change in fair value of forward purchase asset/liability ​ (763,000) Balance, September 30, 2022 ​ $ (646,500) ​ At September 30, 2023 and December 31, 2022, the fair value of the derivative feature of the warrants was calculated using the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 December 31, 2022 ​ Risk-free interest rate ​ ​ 4.60 % ​ 3.98 % Stock price ​ $ 10.33 ​ $ 9.95 ​ Expected life of grants ​ ​ 5.0 years ​ 5.69 years Expected volatility of underlying stock ​ ​ 3.0 % ​ 3.0 % Dividends ​ ​ 0 % ​ 0 % ​ As of September 30, 2023, the forward purchase liability was $3,432,277. As of December 31, 2022, the forward purchase liability was $1,459,534. As of September 30, 2023 and December 31, 2022, the derivative warrant liability was $546,620 and $724,000, respectively. In addition, for the three and nine months ended September 30, 2023, the Company recorded a gain of $4,976,852 and a loss of $1,795,363 on the change in fair value of the derivative instruments on the statements of operations, respectively. In addition, for the three and nine months ended September 30, 2022, the Company recorded $173,790 and $6,853,280 as a gain on the change in fair value of the derivative instruments on the unaudited condensed statements of operations, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K including the audited financial statements as of and for the year ended December 31, 2022 filed with the SEC on April 19, 2023, which was amended with the filing of Form 10-K/A filed with the SEC on May 15, 2023, to restate the audited financial statements to correct errors related to Class A common stock subject to possible redemption and stockholders’ deficit. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the unaudited financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed balance sheets. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and forward purchase agreement. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.
Cash - Restricted	Cash – Restricted Cash that is encumbered or otherwise restricted as to its use is included in cash – restricted. As of December 31, 2022 the balance was $700,000. Cash – restricted at December 31, 2022 represents cash that was withdrawn from the trust account to pay taxes, but was not used to pay taxes due to a change in the amount of taxes due, and as such is due back to the trust. This amount, net of 2023 taxes due, was transferred back to the trust in April 2023.
Cash Held in Trust Account	Cash Held in Trust Account At September 30, 2023 and December 31, 2022, the Company had approximately $32.8 million and $31.7 million, respectively, in cash held in the trust account. ​
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2023 and December 31, 2022, the Class A common stock subject to redemption reflected in the balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 230,000,000 Less: ​ ​ Class A common stock issuance costs ​ ​ (9,770,532) Proceeds allocated to Public warrants ​ ​ (13,107,291) Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ 22,877,823 Class A common stock subject to possible redemption, December 31, 2021 ​ ​ 230,000,000 Redemption of Class A common stock ​ ​ (199,602,415) Change in remeasurement in carrying value to redemption value ​ ​ 1,888,280 Class A common stock subject to possible redemption, December 31, 2022 ​ ​ 32,285,865 Change in remeasurement in carrying value to redemption value ​ ​ 119,624 Class A common stock subject to possible redemption, March 31, 2023 ​ ​ 32,405,489 Change in remeasurement in carrying value to redemption value ​ ​ 58,635 Class A common stock subject to possible redemption, June 30, 2023 ​ 32,464,124 Change in remeasurement in carrying value to redemption value ​ ​ 258,630 Class A common stock subject to possible redemption, September 30, 2023 ​ $ 32,722,754 ​
Concentration of Credit Risk	Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year significantly exceeded the federally insured limit of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flow.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Share of Common Stock	Net Income (Loss) per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Except for the IPO warrants and private placement warrants above, as of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic diluted net income per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: ​ ​ ​ ​ ​ ​ Allocation of net loss ​ $ 1,743,116 ​ $ 3,229,510 ​ ​ 417,419 ​ $ 104,355 Denominator: Basic and diluted weighted average shares outstanding ​ 3,103,541 ​ 5,750,000 ​ ​ 23,000,000 ​ 5,750,000 Basic and diluted net loss per share of common stock ​ $ 0.56 ​ $ 0.56 ​ ​ 0.02 ​ $ 0.02 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ Nine Months Ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ (886,705) ​ $ (1,642,819) ​ ​ 4,448,238 ​ $ 1,112,060 Denominator: Basic and diluted weighted average shares outstanding ​ 3,103,541 ​ 5,750,000 ​ ​ 23,000,000 ​ 5,750,000 Basic and diluted net income (loss) per share of common stock ​ $ (0.29) ​ $ (0.29) ​ ​ 0.19 ​ $ 0.19 ​
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Fair Value Measurement
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy (the “Fair Value Hierarchy”), which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of September 30, 2023 and December 31, 2022, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. See Note 10 for discussion of the fair value of the forward purchase asset and derivative warrant liabilities.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of Class A common stock reflected on the balance sheet	​ ​ ​ ​ ​ Gross proceeds $ 230,000,000 Less: ​ ​ Class A common stock issuance costs ​ ​ (9,770,532) Proceeds allocated to Public warrants ​ ​ (13,107,291) Plus: ​ ​ ​ Accretion of carrying value to redemption value ​ 22,877,823 Class A common stock subject to possible redemption, December 31, 2021 ​ ​ 230,000,000 Redemption of Class A common stock ​ ​ (199,602,415) Change in remeasurement in carrying value to redemption value ​ ​ 1,888,280 Class A common stock subject to possible redemption, December 31, 2022 ​ ​ 32,285,865 Change in remeasurement in carrying value to redemption value ​ ​ 119,624 Class A common stock subject to possible redemption, March 31, 2023 ​ ​ 32,405,489 Change in remeasurement in carrying value to redemption value ​ ​ 58,635 Class A common stock subject to possible redemption, June 30, 2023 ​ 32,464,124 Change in remeasurement in carrying value to redemption value ​ ​ 258,630 Class A common stock subject to possible redemption, September 30, 2023 ​ $ 32,722,754
Schedule of calculation of basic and diluted net income per common stock	The following table reflects the calculation of basic diluted net income per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: ​ ​ ​ ​ ​ ​ Allocation of net loss ​ $ 1,743,116 ​ $ 3,229,510 ​ ​ 417,419 ​ $ 104,355 Denominator: Basic and diluted weighted average shares outstanding ​ 3,103,541 ​ 5,750,000 ​ ​ 23,000,000 ​ 5,750,000 Basic and diluted net loss per share of common stock ​ $ 0.56 ​ $ 0.56 ​ ​ 0.02 ​ $ 0.02 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ Nine Months Ended ​ ​ September 30, 2023 ​ September 30, 2022 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ (886,705) ​ $ (1,642,819) ​ ​ 4,448,238 ​ $ 1,112,060 Denominator: Basic and diluted weighted average shares outstanding ​ 3,103,541 ​ 5,750,000 ​ ​ 23,000,000 ​ 5,750,000 Basic and diluted net income (loss) per share of common stock ​ $ (0.29) ​ $ (0.29) ​ ​ 0.19 ​ $ 0.19

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
FAIR VALUE MEASUREMENTS
Schedule of assets and liabilities measured at fair value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, Description: ​ Level ​ 2023 ​ 2022 Liabilities: ​ ​ ​ ​ ​ Warrant liability - Private Placement Warrants 2 ​ ​ 199,320 ​ 264,000 Warrant liability - Public Warrants ​ 2 ​ $ 347,300 ​ $ 460,000 Forward Purchase Liability ​ 3 ​ $ 3,432,277 ​ $ 1,459,534 ​
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ ​ Fair Value ​ ​ Measurement ​ ​ Using Level 3 Forward purchase liability Inputs Total Balance, December 31, 2022 ​ $ 1,459,534 Change in fair value of forward purchase asset/liability ​ (41,574) Balance, March 31, 2023 ​ ​ 1,417,960 Change in fair value of forward purchase asset/liability ​ ​ 5,584,799 Balance, June 30, 2023 ​ ​ 7,002,759 Change in fair value of forward purchase asset/liability ​ ​ (3,570,482) Balance, September 30, 2023 ​ $ 3,432,277 ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Measurement ​ ​ Using Level 3 Forward purchase liability ​ Inputs Total Balance, December 31, 2021 ​ $ 90,500 Change in fair value of forward purchase asset/liability ​ 363,000 Balance, March 31, 2022 ​ 453,500 Change in fair value of forward purchase asset/liability ​ (337,000) Balance, June 30, 2022 ​ 116,500 Change in fair value of forward purchase asset/liability ​ (763,000) Balance, September 30, 2022 ​ $ (646,500) ​
Schedule of quantitative information regarding fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 December 31, 2022 ​ Risk-free interest rate ​ ​ 4.60 % ​ 3.98 % Stock price ​ $ 10.33 ​ $ 9.95 ​ Expected life of grants ​ ​ 5.0 years ​ 5.69 years Expected volatility of underlying stock ​ ​ 3.0 % ​ 3.0 % Dividends ​ ​ 0 % ​ 0 %

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details)			9 Months Ended	12 Months Ended
	Dec. 14, 2022 USD ($) $ / shares shares	May 18, 2021 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) item $ / shares shares	Dec. 31, 2022 USD ($)
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Condition for future business combination number of businesses minimum | item			1
Payment for taxes			$ 40,095	$ 1,638,019
Cash deposited in to Trust Account			$ 459,710
Redemptions of public shares				$ 199,602,422
Months to complete acquisition			36 months
Threshold number of business days to redeem public shares from combination period			10 days
Maximum net interest to pay dissolution expenses			$ 100,000
Percentage of aggregate fair market value of assets			80%
Ownership interest to be acquired on post-transaction company			50%
Maturity term of U.S government securities			185 days
Share price per share | $ / shares			$ 10
Minimum percentage that can be redeemed without prior consent of the company			15%
Minimum net tangible assets upon consummation of business combination			$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Working capital deficit			$ 4,300,000
Cash on hand			$ 300,000
Private Placement Warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Sale of private placement warrants (in shares) | shares			6,600,000
Class A common stock | Extension amendment proposal
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Common stock held in trust	$ 199,650,204
Common stock, dividends, per share | $ / shares	$ 10.03
Initial Public Offering
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Number of units issued | shares		23,000,000
Proceeds from issuance initial public offering		$ 230,000,000
Initial Public Offering | Private Placement Warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Net proceeds of sale of the units		$ 230,000,000
Initial Public Offering | Extension amendment proposal | Maximum
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Business combination fee waived	$ 75,000,000
Initial Public Offering | Class A common stock | Extension amendment proposal
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Common stock exercise right to redeem | shares	19,896,459
Percentage of common stock from public shares	86.50%
Common stock shares outstanding	13.50%
Private Placement | Private Placement Warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Sale of private placement warrants (in shares) | shares		6,600,000
Price of warrant | $ / shares		$ 1
Proceeds from sale of warrants		$ 6,600,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 0	$ 0
Restricted cash		700,000
Cash held in trust account	32,818,782	31,685,865
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of reconciliation of Class A common stock reflected on the balance sheet (Details) - Class A common stock subject to possible redemption - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds					$ 230,000,000
Class A common stock issuance costs					(9,770,532)
Proceeds allocated to Public Warrants					(13,107,291)
Redemption of Class A common stock				$ (199,602,415)
Change in remeasurement in carrying value to redemption value	$ 258,630	$ 58,635	$ 119,624	1,888,280	22,877,823
Class A common stock subject to possible redemption	$ 32,722,754	$ 32,464,124	$ 32,405,489	$ 32,285,865	$ 230,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income per common stock (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A
Basic and diluted net income (loss) per share of common stock Numerator:
Allocation of net income (loss)	$ 1,743,116	$ 417,419	$ (886,705)	$ 4,448,238
Denominator:
Basic weighted average shares outstanding	3,103,541	23,000,000	3,103,541	23,000,000
Diluted weighted average shares outstanding	3,103,541	23,000,000	3,103,541	23,000,000
Basic net income (loss) per share of common stock	$ 0.56	$ 0.02	$ (0.29)	$ 0.19
Diluted net income (loss) per share of common stock	$ 0.56	$ 0.02	$ (0.29)	$ 0.19
Class B
Basic and diluted net income (loss) per share of common stock Numerator:
Allocation of net income (loss)	$ 3,229,510	$ 104,355	$ (1,642,819)	$ 1,112,060
Denominator:
Basic weighted average shares outstanding	5,750,000	5,750,000	5,750,000	5,750,000
Diluted weighted average shares outstanding	5,750,000	5,750,000	5,750,000	5,750,000
Basic net income (loss) per share of common stock	$ 0.56	$ 0.02	$ (0.29)	$ 0.19
Diluted net income (loss) per share of common stock	$ 0.56	$ 0.02	$ (0.29)	$ 0.19

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)		9 Months Ended
	May 18, 2021	Sep. 30, 2023	Dec. 31, 2022
Class A common stock
INITIAL PUBLIC OFFERING
Number of shares in a unit		1
Common shares, par value (in dollars per share)		$ 0.0001	$ 0.0001
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units issued	23,000,000
Purchase price, per unit	$ 10
Gross proceeds	$ 230,000,000
Initial Public Offering | Warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit	0.5
Initial Public Offering | Class A common stock
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Common shares, par value (in dollars per share)	$ 0.0001
Initial Public Offering | Class A common stock | Warrants
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement Warrants - USD ($)	May 18, 2021	Sep. 30, 2023
PRIVATE PLACEMENT
Warrants issued		6,600,000
Private Placement
PRIVATE PLACEMENT
Warrants issued	6,600,000
Price of warrants	$ 1
Proceeds from sale of warrants	$ 6,600,000
Threshold number of days for not to transfer, assign or sell any of Private Placement Shares after the completion of the initial Business Combination	30 days

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)		1 Months Ended		9 Months Ended
	Dec. 05, 2020 USD ($) shares	May 31, 2021 shares	Mar. 31, 2021 $ / shares shares	Sep. 30, 2023 D $ / shares	Jul. 31, 2021 shares	Feb. 28, 2021 shares
Sponsor
RELATED PARTY TRANSACTIONS
Percentage of shares holding after IPO		20%
Sponsor | Class B common stock | Over-allotment option
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture					862,500
Founder Shares | Over-allotment option
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture		862,500
Founder Shares | Sponsor
RELATED PARTY TRANSACTIONS
Shares surrendered						1,437,500
Purchase price, per unit | $ / shares			$ 0.003
Shares subject to forfeiture		575,000
Number of shares owned		6,612,500
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Founder Shares | Sponsor | President
RELATED PARTY TRANSACTIONS
Number of shares issued			718,750
Founder Shares | Sponsor | Chairman
RELATED PARTY TRANSACTIONS
Number of shares issued			300,000
Founder Shares | Sponsor | Lead director
RELATED PARTY TRANSACTIONS
Number of shares issued			359,375
Founder Shares | Sponsor | Other independent directors
RELATED PARTY TRANSACTIONS
Number of shares issued			40,000
Founder Shares | Sponsor | Class B common stock
RELATED PARTY TRANSACTIONS
Number of shares issued	8,625,000
Aggregate purchase price | $	$ 25,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 24, 2023	Apr. 12, 2022	Oct. 31, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 05, 2020
RELATED PARTY TRANSACTIONS
Administrative fee - related party				$ 30,000	$ 30,000	$ 90,000	$ 90,000
Note payable - Sponsor				3,000,000		3,000,000		$ 1,500,000
Administrative Services Agreement
RELATED PARTY TRANSACTIONS
Expenses per month						10,000
Outstanding expenses				255,000		255,000		195,000
Administrative Services Agreement | Related party
RELATED PARTY TRANSACTIONS
Administrative fee - related party				30,000	$ 90,000	30,000	$ 90,000
Unsecured Promissory Note
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note										$ 300,000
Unsecured Promissory Note | Related party
RELATED PARTY TRANSACTIONS
Outstanding amount under promissory note				0		0		0
Advances from Related Party | Sponsor
RELATED PARTY TRANSACTIONS
Drawdown under promissory note			$ 5,361
Amount due to sponsor				59		59		59
Advances from Related Party | An affiliate of the Sponsor
RELATED PARTY TRANSACTIONS
Affiliate of Sponsor for certain operating costs									$ 5,420
Related Party Loans
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant				$ 1,500,000		$ 1,500,000
Price of warrant				$ 10		$ 10
Related Party Loans | Sponsor
RELATED PARTY TRANSACTIONS
Drawdown under promissory note	$ 1,000,000
Maximum borrowing capacity of related party promissory note	3,000,000
Aggregate loan amount		$ 1,600,000
Interest rate per annum		0.96%
Principal amount	$ 3,000,000
Note payable - Sponsor				$ 3,000,000		$ 3,000,000		$ 1,500,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)		9 Months Ended
	May 18, 2021	Sep. 30, 2023 USD ($) item $ / shares shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities | item		3
Underwriting agreement
COMMITMENTS AND CONTINGENCIES
Underwriting cash discount per unit | $ / shares		$ 0.20
Underwriter cash discount | $		$ 4,600,000
Deferred fee per unit | $ / shares		$ 0.35
Deferred underwriting fee payable | $		$ 8,050,000
Over-allotment option | Underwriting agreement
COMMITMENTS AND CONTINGENCIES
Underwriters option period from the date of initial public offering	45 days
Number of units issued | shares		3,450,000

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Forward Purchase Agreement (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
COMMITMENTS AND CONTINGENCIES
Purchase price | $ / shares	$ 10
Forward purchase warrants | Forward Purchase Agreement
COMMITMENTS AND CONTINGENCIES
Number of warrants in a unit	0.5
Class A common stock
COMMITMENTS AND CONTINGENCIES
Number of shares in a unit	1
Class A common stock | Forward purchase warrants
COMMITMENTS AND CONTINGENCIES
Proceeds from issuance of units | $	$ 50,000,000
Exercise price of warrant | $ / shares	$ 11.50
Purchase price | $ / shares	$ 10
Class A common stock | Forward purchase warrants | Forward Purchase Agreement
COMMITMENTS AND CONTINGENCIES
Number of shares in a unit	1
Number of shares issuable per warrant	1

STOCKHOLDERS' DEFICIT - Preferr

STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
Class A common stock
STOCKHOLDERS' DEFICIT
Common stock, par value (per share) | $ / shares	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	540,000,000	540,000,000
Temporary equity par value | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Temporary equity shares authorized	100,000,000	100,000,000
Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Temporary equity shares issued	3,103,541	3,103,541
Temporary equity shares outstanding	3,103,541	3,103,541
Class B common stock
STOCKHOLDERS' DEFICIT
Common stock, par value (per share) | $ / shares	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	60,000,000	60,000,000
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000
Common shares, votes per share | Vote	1
Conversion of stock ratio	1
Ratio to be applied to the stock in the conversion	20

WARRANTS (Details)

WARRANTS (Details)	9 Months Ended
	Sep. 30, 2023 D $ / shares shares
Warrants
WARRANTS
Warrants issued | shares	18,100,000
Private Placement Warrants
WARRANTS
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination.	30 days
Warrants issued | shares	6,600,000
Public warrants
WARRANTS
Public warrants exercisable term after the completion of a business combination	30 days
Public warrants exercisable term from the closing of the initial public offering	12 months
Public warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Threshold period for effective within statement after business combination	60 days
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold consecutive trading days for redemption of public warrants | D	30
Stock price trigger for redemption of public warrants (in dollar per share ) | $ / shares	$ 18
Threshold trading days for redemption of public warrants | D	20
Threshold number of business days before sending notice of redemption to warrant holders | D	3
Warrants issued | shares	11,500,000

FAIR VALUE MEASUREMENTS - Asset

FAIR VALUE MEASUREMENTS - Assets and liabilities measured at fair value (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Liabilities:
Derivative warrant liabilities	$ 546,620	$ 724,000
Forward Purchase Liability
Liabilities:
Derivative liability	3,432,277	1,459,534
Level 2 | Private Placement Warrants
Liabilities:
Derivative warrant liabilities	199,320	264,000
Level 2 | Public Warrants
Liabilities:
Derivative warrant liabilities	347,300	460,000
Level 3 | Forward Purchase Liability
Liabilities:
Derivative liability	$ 3,432,277	$ 1,459,534
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Forward Purchase Liability, Non-current	Forward Purchase Liability, Non-current

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the fair value of the warrant liabilities (Details) - Level 3 - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Forward purchase asset (liability)
Balance at the beginning	$ 7,002,759	$ 1,417,960	$ 1,459,534	$ 116,500	$ 453,500	$ 90,500
Change in fair value of forward purchase asset/liability	(3,570,482)	5,584,799	(41,574)	(763,000)	(337,000)	363,000
Balance at the ending	$ 3,432,277	$ 7,002,759	$ 1,417,960	$ (646,500)	$ 116,500	$ 453,500

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair value measurements inputs (Details)	Sep. 30, 2023 $ / shares Y	Dec. 31, 2022 $ / shares Y
Risk-free interest rate
FAIR VALUE MEASUREMENTS
Derivative warrants liability	0.0460	0.0398
Stock price
FAIR VALUE MEASUREMENTS
Derivative warrants liability | $ / shares	10.33	9.95
Expected life of grants
FAIR VALUE MEASUREMENTS
Derivative warrants liability | Y	5	5.69
Expected volatility of underlying stock
FAIR VALUE MEASUREMENTS
Derivative warrants liability	0.030	0.030
Dividends
FAIR VALUE MEASUREMENTS
Derivative warrants liability	0	0

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Derivative warrant liability	$ 546,620		$ 546,620		$ 724,000
Gain (loss) on change in fair value of derivative warrants	4,976,852	$ 173,790	$ (1,795,363)	$ 6,853,280
Class A common stock
FAIR VALUE MEASUREMENTS
Number of shares in a unit			1
Forward Purchase Liability
FAIR VALUE MEASUREMENTS
Derivative liability	$ 3,432,277		$ 3,432,277		$ 1,459,534
Public warrants
FAIR VALUE MEASUREMENTS
Number of warrants in a unit			0.5