Ibere Pharmaceuticals (IBER) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-40119
Entity Registrant Name	Ibere Pharmaceuticals
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1564986
Entity Address, Address Line One	2005 Market Street, Suite 2030
Entity Address, City or Town	Philadelphia
Entity Address State Or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	267
Local Phone Number	765-3222
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	0001835205
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Document Information
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	IBERU
Security Exchange Name	NYSE
Class A ordinary shares
Document Information
Title of 12(b) Security	Class A ordinary share, $0.0001 par value
Trading Symbol	IBER
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		13,800,000
Warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share
Document Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share
Trading Symbol	IBERW
Security Exchange Name	NYSE
Class B ordinary shares
Document Information
Entity Common Stock, Shares Outstanding		3,450,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 4,453	$ 458,388
Prepaid expenses	108,750	235,000
Total Current Assets	113,203	693,388
Marketable securities held in trust account	138,842,046	138,016,940
TOTAL ASSETS	138,955,249	138,710,328
Current liabilities
Accrued expenses	310,138	372,444
Promissory notes - related party	158,866
Total Current Liabilities	469,004	372,444
Deferred underwriting fee payable	4,830,000	4,830,000
Warrant liability	648,700	6,336,900
TOTAL LIABILITIES	5,947,704	11,539,344
Commitments and Contingencies
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(5,834,846)	(10,846,301)
Total Shareholders' Deficit	(5,834,501)	(10,845,956)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT	138,955,249	138,710,328
Class A common stock subject to possible redemption
Current liabilities
Class A ordinary shares subject to possible redemption 13,800,000 shares at September 30, 2022 and December 31, 2021, at redemption value	138,842,046	138,016,940
Class B ordinary shares
Shareholders' Deficit
Ordinary shares	$ 345	$ 345

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preference shares, par value (per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A ordinary shares
Ordinary shares, par value (per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	300,000,000	300,000,000
Class A common stock subject to possible redemption
Ordinary shares outstanding, shares subject to possible redemption	13,800,000	13,800,000
Class A common stock not subject to possible redemption
Ordinary shares, shares issued	0	0
Ordinary shares, shares outstanding	0	0
Class B ordinary shares
Ordinary shares, par value (per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	30,000,000	30,000,000
Ordinary shares, shares issued	3,450,000	3,450,000
Ordinary shares, shares outstanding	3,450,000	3,450,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating and formation costs	$ 233,604	$ 315,499	$ 676,745	$ 643,734
Loss from operations	(233,604)	(315,499)	(676,745)	(643,734)
Other income (expense):
Interest earned on marketable securities held in trust account	733,323	3,404	825,106	12,119
Interest income - bank				176
Transaction costs allocable to warrant liabilities				(364,321)
Change in fair value of warrants	290,100	2,043,300	5,688,200	2,209,000
Total other income (expense), net	1,023,423	2,046,704	6,513,306	1,856,974
Net income	789,819	1,731,205	5,836,561	1,213,240
Class A ordinary shares
Other income (expense):
Net income	$ 778,520	$ 1,385,645	$ 4,834,270	$ 3,648,417
Weighted average number of shares outstanding, basic	13,800,000	13,800,000	13,800,000	10,716,484
Weighted average number of shares outstanding, diluted	13,800,000	13,800,000	13,800,000	10,716,484
Net income (loss) per share, basic	$ 0.06	$ 0.10	$ 0.35	$ 0.34
Net income (loss) per share, diluted	$ 0.06	$ 0.10	$ 0.35	$ 0.34
Class B ordinary shares
Other income (expense):
Net income	$ 11,299	$ 345,560	$ 1,002,291	$ (2,435,177)
Weighted average number of shares outstanding, basic	3,450,000	3,450,000	3,450,000	3,349,451
Weighted average number of shares outstanding, diluted	3,450,000	3,450,000	3,450,000	3,349,451
Net income (loss) per share, basic	$ 0	$ 0.10	$ 0.29	$ (0.73)
Net income (loss) per share, diluted	$ 0	$ 0.10	$ 0.29	$ (0.73)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY - USD ($)	Class A ordinary shares	Class A Common Stock Subject to Redemption Ordinary Shares	Class A Common Stock Subject to Redemption	Class B ordinary shares Ordinary Shares	Class B ordinary shares	Additional Paid-in Capital	Accumulated Deficit	Total
Ordinary Shares Subject to Redemption, beginning balance at Dec. 31, 2020		$ 0
Ordinary Shares Subject to Redemption, beginning balance (in shares) at Dec. 31, 2020		0
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of temporary equity to redemption value		$ 13,381,579
Ordinary Shares Subject to Redemption, Sale of Unit Purchase Option		$ 124,622,996
Ordinary Shares Subject to Redemption, Sale of Unit Purchase Option (in shares)		13,800,000
Ordinary Shares Subject to Redemption, ending balance at Mar. 31, 2021		$ 138,004,575
Ordinary Shares Subject to Redemption, ending balance (in shares) at Mar. 31, 2021		13,800,000
Balance at the beginning at Dec. 31, 2020				$ 345		$ 24,655	$ (5,759)	$ 19,241
Balance at the beginning (in shares) at Dec. 31, 2020				3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds in excess of fair value of Private Placement Warrants						967,000		967,000
Accretion of Class A Ordinary shares subject to possible redemption						(991,655)	(12,389,924)	(13,381,579)
Net income (loss)							(405,698)	(405,698)
Balance at the end at Mar. 31, 2021				$ 345			(12,801,381)	(12,801,036)
Balance at the end (in shares) at Mar. 31, 2021				3,450,000
Ordinary Shares Subject to Redemption, beginning balance at Dec. 31, 2020		$ 0
Ordinary Shares Subject to Redemption, beginning balance (in shares) at Dec. 31, 2020		0
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of temporary equity to redemption value	$ 13,389,123							(13,389,123)
Ordinary Shares Subject to Redemption, ending balance at Sep. 30, 2021		$ 138,012,119
Ordinary Shares Subject to Redemption, ending balance (in shares) at Sep. 30, 2021		13,800,000
Balance at the beginning at Dec. 31, 2020				$ 345		24,655	(5,759)	19,241
Balance at the beginning (in shares) at Dec. 31, 2020				3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	3,648,417				$ (2,435,177)			1,213,240
Balance at the end at Sep. 30, 2021				$ 345			(11,189,987)	(11,189,642)
Balance at the end (in shares) at Sep. 30, 2021				3,450,000
Ordinary Shares Subject to Redemption, beginning balance at Dec. 31, 2020		$ 0
Ordinary Shares Subject to Redemption, beginning balance (in shares) at Dec. 31, 2020		0
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of temporary equity to redemption value						(991,655)	(12,402,289)	(13,393,944)
Ordinary Shares Subject to Redemption, ending balance at Dec. 31, 2021		$ 138,016,940	$ 138,016,940
Ordinary Shares Subject to Redemption, ending balance (in shares) at Dec. 31, 2021		13,800,000	13,800,000
Balance at the beginning at Dec. 31, 2020				$ 345		24,655	(5,759)	19,241
Balance at the beginning (in shares) at Dec. 31, 2020				3,450,000
Balance at the end at Dec. 31, 2021				$ 345			(10,846,301)	(10,845,956)
Balance at the end (in shares) at Dec. 31, 2021				3,450,000
Ordinary Shares Subject to Redemption, beginning balance at Mar. 31, 2021		$ 138,004,575
Ordinary Shares Subject to Redemption, beginning balance (in shares) at Mar. 31, 2021		13,800,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of temporary equity to redemption value		$ 4,140
Ordinary Shares Subject to Redemption, ending balance at Jun. 30, 2021		$ 138,008,715
Ordinary Shares Subject to Redemption, ending balance (in shares) at Jun. 30, 2021		13,800,000
Balance at the beginning at Mar. 31, 2021				$ 345			(12,801,381)	(12,801,036)
Balance at the beginning (in shares) at Mar. 31, 2021				3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A Ordinary shares subject to possible redemption							(4,140)	(4,140)
Net income (loss)							(112,267)	(112,267)
Balance at the end at Jun. 30, 2021				$ 345			(12,917,788)	(12,917,443)
Balance at the end (in shares) at Jun. 30, 2021				3,450,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of temporary equity to redemption value	3,404	$ 3,404						(3,404)
Ordinary Shares Subject to Redemption, ending balance at Sep. 30, 2021		$ 138,012,119
Ordinary Shares Subject to Redemption, ending balance (in shares) at Sep. 30, 2021		13,800,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A Ordinary shares subject to possible redemption							(3,404)	(3,404)
Net income (loss)	1,385,645				345,560		1,731,205	1,731,205
Balance at the end at Sep. 30, 2021				$ 345			(11,189,987)	(11,189,642)
Balance at the end (in shares) at Sep. 30, 2021				3,450,000
Ordinary Shares Subject to Redemption, beginning balance at Dec. 31, 2021		$ 138,016,940	$ 138,016,940
Ordinary Shares Subject to Redemption, beginning balance (in shares) at Dec. 31, 2021		13,800,000	13,800,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of temporary equity to redemption value		$ 3,403
Ordinary Shares Subject to Redemption, ending balance at Mar. 31, 2022		$ 138,020,343
Ordinary Shares Subject to Redemption, ending balance (in shares) at Mar. 31, 2022		13,800,000
Balance at the beginning at Dec. 31, 2021				$ 345			(10,846,301)	(10,845,956)
Balance at the beginning (in shares) at Dec. 31, 2021				3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A Ordinary shares subject to possible redemption							(3,403)	(3,403)
Net income (loss)							3,573,339	3,573,339
Balance at the end at Mar. 31, 2022				$ 345			(7,276,365)	(7,276,020)
Balance at the end (in shares) at Mar. 31, 2022				3,450,000
Ordinary Shares Subject to Redemption, beginning balance at Dec. 31, 2021		$ 138,016,940	$ 138,016,940
Ordinary Shares Subject to Redemption, beginning balance (in shares) at Dec. 31, 2021		13,800,000	13,800,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of temporary equity to redemption value	825,106					$ 0	(825,106)	(825,106)
Ordinary Shares Subject to Redemption, ending balance at Sep. 30, 2022		$ 138,842,046	$ 138,842,046
Ordinary Shares Subject to Redemption, ending balance (in shares) at Sep. 30, 2022		13,800,000	13,800,000
Balance at the beginning at Dec. 31, 2021				$ 345			(10,846,301)	(10,845,956)
Balance at the beginning (in shares) at Dec. 31, 2021				3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	4,834,270				1,002,291			5,836,561
Balance at the end at Sep. 30, 2022				$ 345			(5,834,846)	(5,834,501)
Balance at the end (in shares) at Sep. 30, 2022				3,450,000
Ordinary Shares Subject to Redemption, beginning balance at Mar. 31, 2022		$ 138,020,343
Ordinary Shares Subject to Redemption, beginning balance (in shares) at Mar. 31, 2022		13,800,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of temporary equity to redemption value		$ 88,380
Ordinary Shares Subject to Redemption, ending balance at Jun. 30, 2022		$ 138,108,723
Ordinary Shares Subject to Redemption, ending balance (in shares) at Jun. 30, 2022		13,800,000
Balance at the beginning at Mar. 31, 2022				$ 345			(7,276,365)	(7,276,020)
Balance at the beginning (in shares) at Mar. 31, 2022				3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A Ordinary shares subject to possible redemption							(88,380)	(88,380)
Net income (loss)							1,473,403	1,473,403
Balance at the end at Jun. 30, 2022				$ 345			(5,891,342)	(5,890,997)
Balance at the end (in shares) at Jun. 30, 2022				3,450,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of temporary equity to redemption value	733,323	$ 733,323						(733,323)
Ordinary Shares Subject to Redemption, ending balance at Sep. 30, 2022		$ 138,842,046	$ 138,842,046
Ordinary Shares Subject to Redemption, ending balance (in shares) at Sep. 30, 2022		13,800,000	13,800,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A Ordinary shares subject to possible redemption							(733,323)	(733,323)
Net income (loss)	$ 778,520				$ 11,299		789,819	789,819
Balance at the end at Sep. 30, 2022				$ 345			$ (5,834,846)	$ (5,834,501)
Balance at the end (in shares) at Sep. 30, 2022				3,450,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income			$ 5,836,561	$ 1,213,240
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in trust account			(825,106)	(12,119)
Change in fair value of warrant liability			(5,688,200)	(2,209,000)
Transaction costs allocable to warrant liabilities				364,321
Changes in operating assets and liabilities:
Prepaid expenses			126,250	(291,465)
Accrued expenses			(62,306)	136,397
Net cash used in operating activities			(612,801)	(798,626)
Cash Flows from Investing Activities:
Investment of cash and marketable securities in trust account				(138,000,000)
Net cash used in investing activities				(138,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid				135,240,000
Proceeds from sale of Private Placement Warrants				4,835,000
Proceeds from promissory note - related party			159,666	31,159
Repayment of promissory note - related party			(800)	(200,159)
Payment of offering costs				(602,325)
Net cash provided by financing activities			158,866	139,303,675
Net Change in Cash			(453,935)	505,049
Cash - Beginning of period			458,388	175,366	$ 175,366
Cash - End of period	$ 4,453	$ 680,415	4,453	680,415	458,388
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs				333,493
Offering costs charged to additional paid-in capital				769,325
Deferred underwriting fee payable				4,830,000
Accretion of Class A Ordinary shares subject to possible redemption	$ 733,323	$ 3,404	$ 825,106	$ 13,389,123	$ 13,393,944

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Ibere Pharmaceuticals (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 22, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a 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, 2022, the Company had not commenced any operations. All activity for the period from October 22, 2020 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering became effective on February 25, 2021. On March 2, 2021, the Company consummated the Initial Public Offering of 13,800,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 1,800,000 Units, at $10.00 per Unit, generating gross proceeds of $138,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,835,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to PIPV Capital LLC (the “Sponsor”), generating gross proceeds of $4,835,000, which is described in Note 4. Transaction costs amounted to $8,359,325, consisting of $2,760,000 of underwriting fees, $4,830,000 of deferred underwriting fees and $769,325 of other offering costs. Following the closing of the Initial Public Offering on March 2, 2021, an amount of $138,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and was 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 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 a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until March 2, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a 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 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. 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 a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting discount (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). 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 (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account 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 the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity As of September 30, 2022, the Company had $4,453 in its operating bank account, $138,842,046 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Public Shares in connection therewith and working capital deficit of $355,801. As of September 30, 2022, $842,046 of the amount on deposit in the Trust Account represented interest income, which is available for the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses). As of September 30, 2022 the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor, remaining proceeds from the Initial Public Offering and sale of Private Placement Warrants and notes payable to the Sponsor. The Company expects to continue to incur significant costs in pursuit of its financing and acquisitions plans. In the event the Company does not complete a Business Combination by the date for mandatory liquidation of March 2, 2023, the Company is required to redeem the public shares sold in the Initial Public Offering. Additionally, if the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these financial statements were issued. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (Note 5). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company has no borrowings under the Working Capital Loans.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and marketable securities held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s marketable securities held in the Trust Account consists entirely of U.S. government securities with an original maturity of 180 days or less. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of 180 days or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account The Company’s portfolio of marketable securities held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities and interest earnings is included in interest earnings on marketable securities held in Trust Account, in the accompanying unaudited condensed statements of operations. The fair value for trading securities is determined using quoted market prices in active markets. Warrant Liability The Company accounts for warrants for the Company’s ordinary shares as liabilities at fair value on the unaudited condensed balance sheets because the warrants do not meet the criteria for classification within equity. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the unaudited condensed statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. Fair Value Measurements Accounting Standards Codification (“ASC”) 820, Fair Value Measurement 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 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, 2022 and December 31, 2021, the recorded values of cash, prepaid expenses, and accrued expenses approximate the fair values due to the short-term nature of the instruments. The Company’s marketable securities held in the Trust Account are comprised of U.S. government securities with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs incurred in connection with preparation of the Initial Public Offering, of approximately $8.4 million, consisted principally of underwriter discounts of $7.6 million (including $4.8 million of which payment is deferred) and approximately $769,000 of professional, printing, filing, regulatory and other costs. These expenses, together with the underwriting discounts and commissions, were allocated to the Class A ordinary shares and the warrants. Amounts allocated to the Class A ordinary shares of $7,995,004 were recognized as a reduction to the Class A ordinary shares carrying value and the amounts allocated to the public warrants of $364,321 were expensed immediately. Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 13,800,000 ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets. The Class A ordinary shares subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to the Public Warrants, the initial carrying amount of the ordinary shares is less than $10.00 per share. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares 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 subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company recorded an accretion of $825,106 and $13,393,944, of which $0 and $991,655 was recorded in additional paid-in capital and $825,106 and $12,402,289 was recorded in accumulated deficit, respectively. Net Income (Loss) Per Ordinary Share The unaudited condensed statements of operations include a presentation of income (loss) per Class A redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the Class A redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the company split the amount to be allocated using a ratio of 80% for the Class A public shares and 20% for the non-redeemable shares for the three and nine months ended September 30, 2022, reflective of the respective participation rights. ​ The earnings per share presented in the unaudited condensed statements of operations is based on the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three ​ For the three ​ ​ months ended ​ months ended ​ September 30, 2022 September 30, 2021 Net income ​ $ 789,819 ​ $ 1,731,205 Less: Accretion of temporary equity to redemption value ​ (733,323) ​ (3,404) Net income including accretion of temporary equity to redemption value ​ $ 56,496 ​ $ 1,727,801 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income including accretion of temporary equity $ 45,197 $ 11,299 $ 1,382,241 $ 345,560 Accretion of temporary equity to redemption value ​ 733,323 ​ — ​ 3,404 ​ — Allocation of net income ​ $ 778,520 ​ $ 11,299 ​ $ 1,385,645 ​ $ 345,560 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 13,800,000 ​ 3,450,000 ​ 13,800,000 ​ 3,450,000 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.00 ​ $ 0.10 ​ $ 0.10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ nine months ended ​ nine months ended ​ September 30, 2022 September 30, 2021 Net income ​ $ 5,836,561 ​ $ 1,213,240 Accretion of temporary equity to redemption value ​ (825,106) ​ (13,389,123) Net income (loss) including accretion of temporary equity to redemption value ​ $ 5,011,455 ​ $ (12,175,883) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the nine months ended ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) including accretion of temporary equity ​ $ 4,009,164 ​ $ 1,002,291 ​ $ (9,740,706) ​ $ (2,435,177) Accretion of temporary equity to redemption value ​ 825,106 ​ — ​ 13,389,123 ​ — Allocation of net income (loss) ​ $ 4,834,270 ​ $ 1,002,291 ​ $ 3,648,417 ​ $ (2,435,177) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 13,800,000 ​ 3,450,000 ​ 10,716,484 ​ 3,349,451 Basic and diluted net income (loss) per share ​ $ 0.35 ​ $ 0.29 ​ $ 0.34 ​ $ (0.73) ​ In connection with the underwriters’ full exercise of the over-allotment option on March 2, 2021, 450,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As of September 30, 2022 and 2021, there are no other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The Founder Shares were not included to calculate earnings per share as including the Founder Shares would be anti-dilutive. Income Taxes ASC 740, Income Taxes There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, liquidity and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

PUBLIC OFFERING

PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2022
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 13,800,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,800,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2022
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,835,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,835,000 from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The difference between the initial fair value of $0.80 per Private Placement Warrants (or $3,868,000) (see Note 9) and the purchase of $1.00 per Private Placement Warrants of $967,000 was recorded in additional paid-in capital.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 15, 2020, the Sponsor purchased 2,875,000 Class B ordinary shares (the “Founder Shares”) for an aggregate consideration of $25,000. On January 11, 2021, the Sponsor transferred an aggregate of 100,000 Founder Shares to four members of the Company’s board of directors (each received 25,000 Founder Shares). On February 25, 2021, the Company effected a share dividend of 575,000 Class B ordinary shares, resulting in there being an aggregate of 3,450,000 Founder Shares outstanding. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. The sale or transfers of the Founders Shares to members of the Company’s board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 100,000 shares granted to the Company’s board of directors was $401,000 or $4.01 per share. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of September 30, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Related Party Units Purchased Simultaneously with the closing of the Initial Public Offering, one of the Company’s directors purchased 10,000 Units sold at the Initial Public Offering at a price of $10.00 per Unit, for an aggregate purchase price of $100,000. If the Company seeks shareholder approval in connection with a Business Combination, the director has agreed to vote his Public Shares in favor of approving a Business Combination. The director has agreed to not redeem any shares of Class A ordinary shares in connection with shareholder approval of the Business Combination. There are no restrictions on the sale of any of the units purchased, and, therefore, the Class A ordinary shares is not contingent to this restriction. Accordingly, these Public Shares are recorded in Class A ordinary shares subject to possible redemption. Administrative Services Agreement The Company entered into an agreement, commencing on February 25, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, utilities and secretarial and administrative support. For the three and nine months ended September 30, 2022, the Company incurred and paid $30,000 and $90,000 in fees for these services, respectively. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $70,000 in fees for these services. Promissory Notes — Related Party On November 15, 2020, the Company issued a promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 or (i) the consummation of the Initial Public Offering. The Company borrowed $200,159 under the Promissory Note, and fully repaid the Promissory Note on April 16, 2021. On May 5, 2022, the Company issued a promissory note to the Sponsor, pursuant to which the Company borrowed an aggregate principal amount of $80,040 from the Sponsor (the “Simple Promissory Note”). The Simple Promissory Note is non-interest bearing and payable upon a Business Combination. On June 30, 2022, the Company issued an additional Simple Promissory Note to the Sponsor, pursuant to which the Company borrowed an aggregate principal amount of $79,626 from the Sponsor. As of September 30, 2022, the Company repaid $800 of the Simple Promissory Notes. As of September 30, 2022 and December 31, 2021, the Company had $158,866 outstanding borrowings under the Simple Promissory Note and $0 outstanding borrowings under the Promissory Note, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company has not entered into any related party loans.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on February 25, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) have registration rights requiring the Company to register a sale of any of its securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities under the Securities Act. In addition, the holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,830,000 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 a Business Combination, subject to the terms of the underwriting agreement. If the Business Combination does not occur, the fee is forfeited. Contingent Fees As of September 30, 2022, the Company incurred legal fees of approximately $935,000. These fees will only become due and payable upon the consummation of an initial Business Combination. As of September 30, 2022, the Company incurred consulting fees of approximately $40,000. These fees will only become due and payable upon the consummation of an initial Business Combination.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2022
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Prior to a Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering, plus the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, except that such conversion of Founder Shares will never occur on a less than one for one basis.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2022
WARRANTS.
WARRANTS	NOTE 8. WARRANTS Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its best efforts to file with the SEC a registration statement registering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrant holder; and ● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be 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 will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS At September 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $138,842,046 and $138,016,940 in money market funds which are invested primarily in U.S. Treasury Securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2022 December 31, 2021 Assets: ​ ​ ​ ​ Marketable securities held in Trust Account 1 ​ $ 138,842,046 ​ $ 138,016,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ Warrant Liability – Public Warrants ​ 1 ​ ​ 552,000 ​ ​ 3,726,000 Warrant Liability – Private Placement Warrants 2 ​ ​ 96,700 ​ ​ 2,610,900 ​ The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying unaudited condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed statements of operations. Initial Measurement The Company established the initial fair value for the Warrants on March 2, 2021, the date of the Company’s Initial Public Offering, using a Monte-Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Public Warrants and Private Placement Warrants were initially recorded at a fair value of $5,382,000 and $3,868,000, respectively. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte-Carlo simulation model for the Private Placement Warrants were as follows at initial measurement: ​ ​ ​ ​ ​ ​ ​ March 2, 2021 ​ ​ (Initial Input ​ Measurement) Risk-free interest rate ​ 0.82 % Term in years ​ 5.8 ​ Expected volatility ​ 14.0 % Exercise price ​ $ 11.50 ​ Stock Price ​ $ 9.60 ​ ​ On March 2, 2021, the Private Placement Warrants and Public Warrants were determined to be $0.80 and $0.78 per warrant for aggregate values of $3.87 million and $5.38 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. For periods subsequent to the detachment of the Public Warrants from the Units, which occurred on April 20, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price on the New York Stock Exchange as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the Private Placement Warrants were valued using the Public Warrant trading price, which is considered to be a Level 2 measurement due to the use of an observable market quote for a similar asset in an active market. ​ The following table presents the changes in the fair value of the Level 3 warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 ​ $ — ​ $ — ​ $ — Initial measurement on March 2, 2021 (IPO) as restated ​ 3,868,000 ​ ​ 5,382,000 ​ ​ 9,250,000 Change in valuation inputs or other assumptions ​ ​ (1,257,100) ​ ​ (1,656,000) ​ ​ (2,913,100) Transfer to Level 1 ​ ​ — ​ ​ (3,726,000) ​ ​ (3,726,000) Transfer to Level 2 ​ ​ (2,610,900) ​ ​ — ​ ​ (2,610,900) Fair value as of December 31, 2021 ​ $ — ​ $ — ​ $ — ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement when the Public Warrants were separately listed and traded. The transfers out of Level 3 of the fair value hierarchy into Level 2 totaled $2,610,900 for the year ended December 31, 2021. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement when the Public Warrants were separately listed and traded. The transfers out of Level 3 of the fair value hierarchy into Level 1 totaled $3,726,000 for the year ended December 31, 2021.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and marketable securities held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s marketable securities held in the Trust Account consists entirely of U.S. government securities with an original maturity of 180 days or less.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of 180 days or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company’s portfolio of marketable securities held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities and interest earnings is included in interest earnings on marketable securities held in Trust Account, in the accompanying unaudited condensed statements of operations. The fair value for trading securities is determined using quoted market prices in active markets.
Warrant Liability	Warrant Liability The Company accounts for warrants for the Company’s ordinary shares as liabilities at fair value on the unaudited condensed balance sheets because the warrants do not meet the criteria for classification within equity. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the unaudited condensed statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants.
Fair Value Measurements	Fair Value Measurements Accounting Standards Codification (“ASC”) 820, Fair Value Measurement 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 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, 2022 and December 31, 2021, the recorded values of cash, prepaid expenses, and accrued expenses approximate the fair values due to the short-term nature of the instruments. The Company’s marketable securities held in the Trust Account are comprised of U.S. government securities with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices in active markets.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs incurred in connection with preparation of the Initial Public Offering, of approximately $8.4 million, consisted principally of underwriter discounts of $7.6 million (including $4.8 million of which payment is deferred) and approximately $769,000 of professional, printing, filing, regulatory and other costs. These expenses, together with the underwriting discounts and commissions, were allocated to the Class A ordinary shares and the warrants. Amounts allocated to the Class A ordinary shares of $7,995,004 were recognized as a reduction to the Class A ordinary shares carrying value and the amounts allocated to the public warrants of $364,321 were expensed immediately.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 13,800,000 ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets. The Class A ordinary shares subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to the Public Warrants, the initial carrying amount of the ordinary shares is less than $10.00 per share. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares 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 subsequent measurement of the initial book value to redemption amount. Subsequent measurement to the carrying value of redeemable Class A ordinary shares is due to interest income and unrealized gains or losses on the marketable securities held in the Trust Account. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company recorded an accretion of $825,106 and $13,393,944, of which $0 and $991,655 was recorded in additional paid-in capital and $825,106 and $12,402,289 was recorded in accumulated deficit, respectively.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The unaudited condensed statements of operations include a presentation of income (loss) per Class A redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the Class A redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the company split the amount to be allocated using a ratio of 80% for the Class A public shares and 20% for the non-redeemable shares for the three and nine months ended September 30, 2022, reflective of the respective participation rights. ​ The earnings per share presented in the unaudited condensed statements of operations is based on the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three ​ For the three ​ ​ months ended ​ months ended ​ September 30, 2022 September 30, 2021 Net income ​ $ 789,819 ​ $ 1,731,205 Less: Accretion of temporary equity to redemption value ​ (733,323) ​ (3,404) Net income including accretion of temporary equity to redemption value ​ $ 56,496 ​ $ 1,727,801 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income including accretion of temporary equity $ 45,197 $ 11,299 $ 1,382,241 $ 345,560 Accretion of temporary equity to redemption value ​ 733,323 ​ — ​ 3,404 ​ — Allocation of net income ​ $ 778,520 ​ $ 11,299 ​ $ 1,385,645 ​ $ 345,560 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 13,800,000 ​ 3,450,000 ​ 13,800,000 ​ 3,450,000 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.00 ​ $ 0.10 ​ $ 0.10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ nine months ended ​ nine months ended ​ September 30, 2022 September 30, 2021 Net income ​ $ 5,836,561 ​ $ 1,213,240 Accretion of temporary equity to redemption value ​ (825,106) ​ (13,389,123) Net income (loss) including accretion of temporary equity to redemption value ​ $ 5,011,455 ​ $ (12,175,883) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the nine months ended ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) including accretion of temporary equity ​ $ 4,009,164 ​ $ 1,002,291 ​ $ (9,740,706) ​ $ (2,435,177) Accretion of temporary equity to redemption value ​ 825,106 ​ — ​ 13,389,123 ​ — Allocation of net income (loss) ​ $ 4,834,270 ​ $ 1,002,291 ​ $ 3,648,417 ​ $ (2,435,177) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 13,800,000 ​ 3,450,000 ​ 10,716,484 ​ 3,349,451 Basic and diluted net income (loss) per share ​ $ 0.35 ​ $ 0.29 ​ $ 0.34 ​ $ (0.73) ​ In connection with the underwriters’ full exercise of the over-allotment option on March 2, 2021, 450,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As of September 30, 2022 and 2021, there are no other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The Founder Shares were not included to calculate earnings per share as including the Founder Shares would be anti-dilutive.
Income Taxes	Income Taxes ASC 740, Income Taxes There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.
Risk and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, liquidity and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of calculation of basic and diluted net income (loss) per ordinary share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three ​ For the three ​ ​ months ended ​ months ended ​ September 30, 2022 September 30, 2021 Net income ​ $ 789,819 ​ $ 1,731,205 Less: Accretion of temporary equity to redemption value ​ (733,323) ​ (3,404) Net income including accretion of temporary equity to redemption value ​ $ 56,496 ​ $ 1,727,801 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income including accretion of temporary equity $ 45,197 $ 11,299 $ 1,382,241 $ 345,560 Accretion of temporary equity to redemption value ​ 733,323 ​ — ​ 3,404 ​ — Allocation of net income ​ $ 778,520 ​ $ 11,299 ​ $ 1,385,645 ​ $ 345,560 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 13,800,000 ​ 3,450,000 ​ 13,800,000 ​ 3,450,000 Basic and diluted net income per share ​ $ 0.06 ​ $ 0.00 ​ $ 0.10 ​ $ 0.10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ nine months ended ​ nine months ended ​ September 30, 2022 September 30, 2021 Net income ​ $ 5,836,561 ​ $ 1,213,240 Accretion of temporary equity to redemption value ​ (825,106) ​ (13,389,123) Net income (loss) including accretion of temporary equity to redemption value ​ $ 5,011,455 ​ $ (12,175,883) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the nine months ended ​ ​ September 30, ​ ​ 2022 ​ 2021 ​ Class A Class B Class A Class B Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) including accretion of temporary equity ​ $ 4,009,164 ​ $ 1,002,291 ​ $ (9,740,706) ​ $ (2,435,177) Accretion of temporary equity to redemption value ​ 825,106 ​ — ​ 13,389,123 ​ — Allocation of net income (loss) ​ $ 4,834,270 ​ $ 1,002,291 ​ $ 3,648,417 ​ $ (2,435,177) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 13,800,000 ​ 3,450,000 ​ 10,716,484 ​ 3,349,451 Basic and diluted net income (loss) per share ​ $ 0.35 ​ $ 0.29 ​ $ 0.34 ​ $ (0.73) ​

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
Schedule of company's assets and liabilities are measured at fair value on recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Description Level September 30, 2022 December 31, 2021 Assets: ​ ​ ​ ​ Marketable securities held in Trust Account 1 ​ $ 138,842,046 ​ $ 138,016,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ Warrant Liability – Public Warrants ​ 1 ​ ​ 552,000 ​ ​ 3,726,000 Warrant Liability – Private Placement Warrants 2 ​ ​ 96,700 ​ ​ 2,610,900
Schedule of key inputs into the Monte-Carlo simulation model for the Private Placement Warrants	​ ​ ​ ​ ​ ​ ​ March 2, 2021 ​ ​ (Initial Input ​ Measurement) Risk-free interest rate ​ 0.82 % Term in years ​ 5.8 ​ Expected volatility ​ 14.0 % Exercise price ​ $ 11.50 ​ Stock Price ​ $ 9.60 ​
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 ​ $ — ​ $ — ​ $ — Initial measurement on March 2, 2021 (IPO) as restated ​ 3,868,000 ​ ​ 5,382,000 ​ ​ 9,250,000 Change in valuation inputs or other assumptions ​ ​ (1,257,100) ​ ​ (1,656,000) ​ ​ (2,913,100) Transfer to Level 1 ​ ​ — ​ ​ (3,726,000) ​ ​ (3,726,000) Transfer to Level 2 ​ ​ (2,610,900) ​ ​ — ​ ​ (2,610,900) Fair value as of December 31, 2021 ​ $ — ​ $ — ​ $ —

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			9 Months Ended
	Mar. 02, 2021 USD ($) $ / shares shares	Oct. 22, 2020	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum		1
Proceeds from sale of Private Placement Warrants				$ 4,835,000
Transaction Costs	$ 8,359,325
Underwriting fees	2,760,000
Deferred underwriting fee payable	4,830,000		$ 4,830,000		$ 4,830,000
Other offering costs	769,325
Investment of cash into Trust Account	$ 138,000,000			$ 138,000,000
Condition for future business combination use of proceeds percentage			80
Condition For Future Business Combination Threshold Percentage Ownership			50
Condition For Future Business Combination Threshold Net Tangible Assets			$ 5,000,001
Redemption limit percentage without prior consent			15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100%
Threshold business days for redemption of public shares			10 days
Maximum allowed dissolution expenses			$ 100,000
Operating bank accounts			4,453
Securities held in Trust Account			138,842,046
Working capital			(355,801)
Interest income deposit in the Trust Account			842,046
Working capital loans			1,500,000
Borrowings under working capital loans			$ 0
Price per warrant (in Dollars per share) | $ / shares			$ 1
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares	$ 1
Sponsor
Subsidiary, Sale of Stock [Line Items]
Contribution from sponsor			$ 25,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	13,800,000
Issue price per share | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 138,000,000
Transaction Costs	8,400,000
Deferred underwriting fee payable	4,800,000
Other offering costs	$ 769,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	4,835,000
Price of warrant | $ / shares	$ 1
Proceeds from sale of Private Placement Warrants	$ 4,835,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	1,800,000
Issue price per share | $ / shares	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Mar. 02, 2021
Cash equivalents	$ 0		$ 0
Offering Costs Associated with the Initial Public Offering
Offering costs						$ 8,359,325
Deferred underwriter discounts	$ 4,830,000		$ 4,830,000		$ 4,830,000	4,830,000
Professional, printing, filing, regulatory and other costs						769,325
Transaction costs allocable to warrant liabilities				$ (364,321)
Share price per share	$ 10		$ 10
Accretion expense	$ 733,323	$ 3,404	$ 825,106	$ 13,389,123	13,393,944
Shares excluded from calculation of weighted average shares outstanding	450,000	450,000	450,000	450,000
Unrecognized tax benefits	$ 0		$ 0		0
Unrecognized tax benefits accrued for interest and penalties	0		0		$ 0
Warrant
Offering Costs Associated with the Initial Public Offering
Transaction costs allocable to warrant liabilities			364,321
Class A ordinary shares
Offering Costs Associated with the Initial Public Offering
Transaction costs allocable to ordinary shares			7,995,004
Accretion expense	$ (733,323)	$ (3,404)	$ (825,106)	$ (13,389,123)
Class A Common Stock Subject to Redemption
Offering Costs Associated with the Initial Public Offering
Number of shares subject to redemption	13,800,000		13,800,000		13,800,000
Class A public shares
Offering Costs Associated with the Initial Public Offering
Ratio of amount to be allocated	80%		80%
Non-redeemable shares
Offering Costs Associated with the Initial Public Offering
Ratio of amount to be allocated	20%		20%
Additional Paid-in Capital
Offering Costs Associated with the Initial Public Offering
Accretion expense			$ 0		$ 991,655
Accumulated Deficit
Offering Costs Associated with the Initial Public Offering
Accretion expense			$ 825,106		$ 12,402,289
Initial Public Offering
Offering Costs Associated with the Initial Public Offering
Offering costs						8,400,000
Underwriter discounts including amount deferred						7,600,000
Deferred underwriter discounts						4,800,000
Professional, printing, filing, regulatory and other costs						$ 769,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Net income (loss)	$ 789,819	$ 1,473,403	$ 3,573,339	$ 1,731,205	$ (112,267)	$ (405,698)	$ 5,836,561	$ 1,213,240
Accretion of temporary equity to redemption value	(733,323)			(3,404)			(825,106)	(13,389,123)	$ (13,393,944)
Net income (loss) including accretion of temporary equity to redemption value	56,496			1,727,801			5,011,455	(12,175,883)
Numerator:
Allocation of net income (loss) including accretion of temporary equity	56,496			1,727,801			5,011,455	(12,175,883)
Accretion of temporary equity to redemption value	(733,323)			(3,404)			(825,106)	(13,389,123)	$ (13,393,944)
Net income	789,819	$ 1,473,403	$ 3,573,339	1,731,205	$ (112,267)	$ (405,698)	5,836,561	1,213,240
Class A ordinary shares
Net income (loss)	778,520			1,385,645			4,834,270	3,648,417
Accretion of temporary equity to redemption value	733,323			3,404			825,106	13,389,123
Net income (loss) including accretion of temporary equity to redemption value	45,197			1,382,241			4,009,164	(9,740,706)
Numerator:
Allocation of net income (loss) including accretion of temporary equity	45,197			1,382,241			4,009,164	(9,740,706)
Accretion of temporary equity to redemption value	733,323			3,404			825,106	13,389,123
Net income	$ 778,520			$ 1,385,645			$ 4,834,270	$ 3,648,417
Denominator:
Weighted average shares outstanding - basic	13,800,000			13,800,000			13,800,000	10,716,484
Weighted average shares outstanding - diluted	13,800,000			13,800,000			13,800,000	10,716,484
Basic and diluted net income (loss) per share - basic	$ 0.06			$ 0.10			$ 0.35	$ 0.34
Basic and diluted net income (loss) per share - diluted	$ 0.06			$ 0.10			$ 0.35	$ 0.34
Class B ordinary shares
Net income (loss)	$ 11,299			$ 345,560			$ 1,002,291	$ (2,435,177)
Net income (loss) including accretion of temporary equity to redemption value	11,299			345,560			1,002,291	(2,435,177)
Numerator:
Allocation of net income (loss) including accretion of temporary equity	11,299			345,560			1,002,291	(2,435,177)
Net income	$ 11,299			$ 345,560			$ 1,002,291	$ (2,435,177)
Denominator:
Weighted average shares outstanding - basic	3,450,000			3,450,000			3,450,000	3,349,451
Weighted average shares outstanding - diluted	3,450,000			3,450,000			3,450,000	3,349,451
Basic and diluted net income (loss) per share - basic	$ 0			$ 0.10			$ 0.29	$ (0.73)
Basic and diluted net income (loss) per share - diluted	$ 0			$ 0.10			$ 0.29	$ (0.73)

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details)	Mar. 02, 2021 $ / shares shares
Public Warrants
PUBLIC OFFERING
Exercise price of warrants | $ / shares	$ 0.78
Initial Public Offering
PUBLIC OFFERING
Number of units sold	13,800,000
Issue price per share | $ / shares	$ 10
Initial Public Offering | Public Warrants
PUBLIC OFFERING
Number of warrants in a unit	0.5
Exercise price of warrants | $ / shares	$ 11.50
Initial Public Offering | Class A ordinary shares
PUBLIC OFFERING
Number of shares in a unit	1
Initial Public Offering | Class A ordinary shares | Public Warrants
PUBLIC OFFERING
Number of shares issuable per warrant	1
Over-allotment option
PUBLIC OFFERING
Number of units sold	1,800,000
Issue price per share | $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		9 Months Ended	12 Months Ended
	Mar. 02, 2021	Sep. 30, 2021	Dec. 31, 2021
PRIVATE PLACEMENT
Aggregate purchase price		$ 4,835,000
Private Placement Warrants
PRIVATE PLACEMENT
Price of warrants	$ 1
Exercise price of warrant	$ 0.80
Change in fair value of warrant liabilities	$ 3,868,000		$ 3,868,000
Amount recorded in additional paid in capital	$ 967,000
Private Placement | Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	4,835,000
Price of warrants	$ 1
Aggregate purchase price	$ 4,835,000
Private Placement | Private Placement Warrants | Class A ordinary shares
PRIVATE PLACEMENT
Number of shares per warrant	1
Exercise price of warrant	$ 11.50

RELATED PARTY TRANSACTIONS - (D

RELATED PARTY TRANSACTIONS - (Details)					3 Months Ended		9 Months Ended
	Mar. 02, 2021 USD ($) $ / shares shares	Feb. 25, 2021 USD ($) shares	Jan. 11, 2021 USD ($) director $ / shares shares	Nov. 15, 2020 USD ($) shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) D $ / shares shares	Sep. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	May 05, 2022 USD ($)	Dec. 31, 2021 USD ($) shares
RELATED PARTY TRANSACTIONS
Share price per share | $ / shares					$ 10		$ 10
Repayments of related party debt							$ 800	$ 200,159
Promissory notes - related party					$ 158,866		$ 158,866
Class B ordinary shares
RELATED PARTY TRANSACTIONS
Share dividend | shares		575,000
Common shares, shares outstanding (in shares) | shares					3,450,000		3,450,000				3,450,000
Director
RELATED PARTY TRANSACTIONS
Units purchased | shares	10,000
Purchase price per Unit | $ / shares	$ 10
Aggregate purchase price	$ 100,000
Working capital loans warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant					$ 1,500,000		$ 1,500,000
Price of warrant | $ / shares					$ 1		$ 1
Founder shares
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture | shares					0		0
Founder shares | Class B ordinary shares
RELATED PARTY TRANSACTIONS
Common shares, shares outstanding (in shares) | shares		3,450,000
Founder shares | Sponsor
RELATED PARTY TRANSACTIONS
Shares transferred to four members of Company's board of directors | shares			100,000
Number of board of directors | director			4
Shares transferred to each members of Company's board of directors | shares			25,000
Fair value of shares transferred			$ 401,000
Share price per share | $ / shares			$ 4.01
Stock-based compensation expense							$ 0
Founder shares | Sponsor | Class A ordinary shares
RELATED PARTY TRANSACTIONS
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 | D							150
Founder shares | Sponsor | Class B ordinary shares
RELATED PARTY TRANSACTIONS
Number of shares issued | shares				2,875,000
Consideration received				$ 25,000
Restrictions on transfer period of time after business combination completion							1 year
Promissory Notes with Related Party
RELATED PARTY TRANSACTIONS
Aggregate principal amount				200,159
Maximum borrowing capacity of related party promissory note				$ 300,000
Promissory notes - related party					$ 0		$ 0				$ 0
Simple Promissory Note
RELATED PARTY TRANSACTIONS
Aggregate principal amount									$ 79,626	$ 80,040
Repayments of related party debt							800
Promissory notes - related party					158,866		158,866				$ 158,866
Administrative Services Agreement
RELATED PARTY TRANSACTIONS
Office space and administrative support expenses		$ 10,000
Service fee					$ 30,000	$ 30,000	$ 90,000	$ 70,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) item $ / shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities | item	3
Deferred fee per unit | $ / shares	$ 0.35
Aggregate deferred underwriting fee payable to underwriters	$ 4,830,000
Legal fees	935,000
Consulting fee	$ 40,000

SHAREHOLDERS' DEFICIT - Preferr

SHAREHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
SHAREHOLDERS' DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

SHAREHOLDERS' DEFICIT - Common

SHAREHOLDERS' DEFICIT - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
SHAREHOLDERS' DEFICIT
Number of Class A common stock issued upon conversion of each share (in shares)	1
Ratio to be applied to the stock in the conversion	20
Class A ordinary shares
SHAREHOLDERS' DEFICIT
Common shares, shares authorized (in shares)	300,000,000	300,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common Stock Shares Issued, Including Subject To Possible Redemption	13,800,000	13,800,000
Common Stock Shares Outstanding, Including Subject To Possible Redemption	13,800,000	13,800,000
Class B ordinary shares
SHAREHOLDERS' DEFICIT
Common shares, shares authorized (in shares)	30,000,000	30,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	3,450,000	3,450,000
Common shares, shares outstanding (in shares)	3,450,000	3,450,000

WARRANTS (Details)

WARRANTS (Details)	9 Months Ended
	Sep. 30, 2022 D $ / shares
WARRANTS
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Class A ordinary shares
WARRANTS
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares	$ 9.20
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ / shares	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Threshold trading days for calculating Market Value | D	20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
WARRANTS
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption period of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares	$ 18
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | D	3
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%
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
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

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Mar. 02, 2021
Assets:
Marketable securities held in Trust Account	$ 138,842,046	$ 138,016,940
Public Warrants
Liabilities:
Warranty liability			$ 5,380,000
Private Placement Warrants
Liabilities:
Warranty liability			$ 3,870,000
Level 1 | Recurring
Assets:
Marketable securities held in Trust Account	138,842,046	138,016,940
Level 1 | Recurring | Public Warrants
Liabilities:
Warranty liability	552,000	3,726,000
Level 2 | Recurring | Private Placement Warrants
Liabilities:
Warranty liability	$ 96,700	$ 2,610,900

FAIR VALUE MEASUREMENTS - Binom

FAIR VALUE MEASUREMENTS - Binomial Lattice Simulation Model (Details)	Mar. 02, 2021 Y $ / shares
Risk-free interest rate
Fair value measurements inputs
Derivative liability, measurement input	0.0082
Term in years
Fair value measurements inputs
Derivative liability, measurement input | Y	5.8
Expected volatility
Fair value measurements inputs
Derivative liability, measurement input	0.140
Exercise price
Fair value measurements inputs
Derivative liability, measurement input	11.50
Stock Price
Fair value measurements inputs
Derivative liability, measurement input	9.60

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)		12 Months Ended
	Mar. 02, 2021	Dec. 31, 2021
Changes in fair value of Level 3 warrant liabilities
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Fair Value Adjustment of Warrants
Warrants
Changes in fair value of Level 3 warrant liabilities
Fair value, beginning		$ 0
Initial measurement on March 2, 2021 (IPO) as restated		9,250,000
Change in valuation inputs or other assumptions		(2,913,100)
Fair value, ending		0
Public Warrants
Changes in fair value of Level 3 warrant liabilities
Fair value, beginning		0
Initial measurement on March 2, 2021 (IPO) as restated	$ 5,382,000	5,382,000
Change in valuation inputs or other assumptions		(1,656,000)
Fair value, ending		0
Private Placement Warrants
Changes in fair value of Level 3 warrant liabilities
Fair value, beginning		0
Initial measurement on March 2, 2021 (IPO) as restated	$ 3,868,000	3,868,000
Change in valuation inputs or other assumptions		(1,257,100)
Fair value, ending		0
Level 1
Changes in fair value of Level 3 warrant liabilities
Transfer to Levels		3,726,000
Level 1 | Warrants
Changes in fair value of Level 3 warrant liabilities
Transfer to Levels		(3,726,000)
Level 1 | Public Warrants
Changes in fair value of Level 3 warrant liabilities
Transfer to Levels		(3,726,000)
Level 2
Changes in fair value of Level 3 warrant liabilities
Transfer to Levels		2,610,900
Level 2 | Warrants
Changes in fair value of Level 3 warrant liabilities
Transfer to Levels		(2,610,900)
Level 2 | Private Placement Warrants
Changes in fair value of Level 3 warrant liabilities
Transfer to Levels		$ (2,610,900)

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)		12 Months Ended
	Mar. 02, 2021	Dec. 31, 2021	Sep. 30, 2022
FAIR VALUE MEASUREMENTS
Marketable securities held in trust account		$ 138,016,940	$ 138,842,046
Level 1
FAIR VALUE MEASUREMENTS
Transfer to Levels		3,726,000
Level 2
FAIR VALUE MEASUREMENTS
Transfer to Levels		2,610,900
Public Warrants
FAIR VALUE MEASUREMENTS
Initial measurement on March 2, 2021 (IPO) as restated	$ 5,382,000	5,382,000
Exercise price of warrant	$ 0.78
Warranty liability	$ 5,380,000
Public Warrants | Level 1
FAIR VALUE MEASUREMENTS
Transfer to Levels		(3,726,000)
Private Placement Warrants
FAIR VALUE MEASUREMENTS
Initial measurement on March 2, 2021 (IPO) as restated	$ 3,868,000	3,868,000
Exercise price of warrant	$ 0.80
Warranty liability	$ 3,870,000
Private Placement Warrants | Level 2
FAIR VALUE MEASUREMENTS
Transfer to Levels		(2,610,900)
U.S. Treasury Securities
FAIR VALUE MEASUREMENTS
Marketable securities held in trust account		$ 138,016,940	$ 138,842,046