Avalon Acquisition (AVACU) 10-Q12 May 232023 Q1 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	May 12, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40872
Entity Registrant Name	AVALON ACQUISITION INC.
Entity Central Index Key	0001836478
Entity Tax Identification Number	85-3451075
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2 Embarcadero Center
Entity Address, Address Line Two	8th Floor
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94111
City Area Code	(415)
Local Phone Number	423-0010
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
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one share of Class A common stock, par value $0.0001 per share and three-fourths of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, par value $0.0001 per share and three-fourths of one redeemable warrant
Trading Symbol	AVACU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	AVAC
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per whole share
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per whole share
Trading Symbol	AVACW
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		20,855,250
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		5,175,000

CONDENSED BALANCE SHEETS (unaud

CONDENSED BALANCE SHEETS (unaudited) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 112,161	$ 323,525
Prepaid expenses	204,209	225,192
Total current assets	316,370	548,717
Investments held in Trust Account	216,329,414	212,031,953
Total Assets	216,645,784	212,580,670
Current liabilities:
Accounts payable	817,332	580,438
Income taxes payable	638,800	19,000
Franchise tax payable	50,000	40,000
Total current liabilities	1,506,132	639,438
Derivative warrant liabilities	2,126,250	1,535,625
Deferred underwriting compensation	7,245,000	7,245,000
Total liabilities	10,877,382	9,420,063
Class A common stock subject to possible redemption, par value $0.0001 per share, 100,000,000 shares authorized; 20,700,000 shares issued and outstanding at $10.41 and $10.24 per share redemption value as of March 31, 2023 and December 31, 2022, respectively	215,538,964	211,871,303
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(9,771,095)	(8,711,229)
Total stockholders’ deficit	(9,770,562)	(8,710,696)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	216,645,784	212,580,670
Common Class A [Member]
Stockholders’ Deficit
Common Stock, Value, Issued	15	15
Common Class B [Member]
Stockholders’ Deficit
Common Stock, Value, Issued	$ 518	$ 518

CONDENSED BALANCE SHEETS (una_2

CONDENSED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	100,000,000	100,000,000
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares	20,700,000	20,700,000
Temporary Equity, Redemption Price Per Share	$ 10.41	$ 10.24
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	155,250	155,250
Common Stock, Shares, Outstanding	155,250	155,250
Common Stock Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	10,000,000	10,000,000
Common Stock, Shares, Issued	5,175,000	5,175,000
Common Stock, Shares, Outstanding	5,175,000	5,175,000

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2023	Mar. 31, 2022
General and administrative expenses	$ 439,241	$ 69,753
General and administrative expenses – related party	30,000	30,000
Franchise tax expense	50,650	50,050
Total operating expenses	(519,891)	(149,803)
Income earned on investments held in Trust Account	2,268,111	21,157
Change in fair value of derivative warrant liabilities	(590,625)	3,780,000
Income before income tax expense	1,157,595	3,651,354
Income tax expense	619,800
Net income	$ 537,795	$ 3,651,354
Common Stock Class A [Member]
Weighted average common shares outstanding	20,855,250	20,855,250
Basic and diluted net income/(loss) per share	$ 0.02	$ 0.14
Common Stock Class B [Member]
Weighted average common shares outstanding	5,175,000	5,175,000
Basic and diluted net income/(loss) per share	$ 0.02	$ 0.14

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($)	Class A Common Stock [Member]	Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 15	$ 518		$ (15,155,469)	$ (15,154,936)
Beginning balance, shares at Dec. 31, 2021	155,250	5,175,000
Net income				3,651,354	3,651,354
Ending balance, value at Mar. 31, 2022	$ 15	$ 518		(11,504,115)	(11,503,582)
Ending balance, shares at Mar. 31, 2022	155,250	5,175,000
Beginning balance, value at Dec. 31, 2022	$ 15	$ 518		(8,711,229)	(8,710,696)
Beginning balance, shares at Dec. 31, 2022	155,250	5,175,000
Net income				537,795	537,795
Increase in redemption value of Class A common stock subject to redemption				(1,597,661)	(1,597,661)
Ending balance, value at Mar. 31, 2023	$ 15	$ 518		$ (9,771,095)	$ (9,770,562)
Ending balance, shares at Mar. 31, 2023	155,250	5,175,000

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net income	$ 537,795	$ 3,651,354
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on investments held in Trust Account	(2,268,111)	(21,157)
Change in fair value of derivative warrant liabilities	590,625	(3,780,000)
Changes in operating assets and liabilities:
Prepaid expenses	20,983	(47,321)
Accounts payable	236,894	(36,111)
Income taxes payable	619,800
Franchise tax payable	10,000	(73,338)
Net cash used in operating activities	(252,014)	(306,573)
Cash flows from investing activities
Cash deposited in Trust Account	(2,070,000)
Withdrawals from Trust Account for taxes	40,650
Net cash used in investing activities	(2,029,350)
Cash flows from financing activities
Deposit received for extension of Combination Period	2,070,000
Net cash provided by financing activities	2,070,000
Net Change in Cash	(211,364)	(306,573)
Cash—Beginning of period	323,525	1,036,693
Cash—End of period	$ 112,161	$ 730,120

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2023
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Avalon Acquisition Inc. (the “Company”) was incorporated in Delaware on October 12, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that are in the financial services and financial technologies industries. 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 March 31, 2023, the Company had not commenced any operations. All activity for the period from October 12, 2020 (inception) through March 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company currently generates non-operating income in the form of income from the proceeds derived from the Initial Public Offering and subsequent deposits in conjunction with extension of Combination Period (as discussed further below). The registration statement for the Company’s Initial Public Offering was declared effective on October 5, 2021. On October 8, 2021, the Company consummated the Initial Public Offering of 20,700,000 2,700,000 207,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,100,000 1.00 8,100,000 Following the closing of the Initial Public Offering on October 8, 2021, an amount of $ 210,105,000 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 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). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity in accordance with the Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from 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 Company’s Sponsor has agreed (i) 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 (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. In accordance with the terms of the Company’s Initial Public Offering, the Company had the right to extend the period of time to consummate an initial Business Combination up to two times from January 8, 2023, each by an additional three months (for a total of up to 21 months) by depositing into the Trust Account $ 2,070,000 2,070,000 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 ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware 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 right to liquidating distributions from the Trust Account 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 underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 5) 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 other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the 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 (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter 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 (other than 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. Proposed Business Combination On September 21, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with The Beneficient Company Group, L.P., a Delaware limited partnership (“BCG”), Beneficient Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of BCG (“Merger Sub I”), and Beneficient Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of BCG (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), as fully disclosed in a Current Report on Form 8-K filed with the SEC on September 21, 2022. On April 18, 2023, the Company, BCG and Merger Subs entered into Amendment No. 1 to the Business Combination Agreement (the “Amendment”) pursuant to which the parties to the Business Combination Agreement amended the Business Combination Agreement to: (i) provide that holders of BCG Class B Common Stock are entitled to 10 votes The obligations of the parties to consummate the transactions contemplated by the Business Combination Agreement, as amended, are subject to the satisfaction or waiver of certain customary closing conditions as further described in the Business Combination Agreement, as amended. BCG filed its Form S-4 Registration Statement on December 9, 2022, Amendment No. 1 to Form S-4 Registration Statement on January 23, 2023, Amendment No. 2 to Form S-4 Registration Statement on March 6, 2023, Amendment No. 3 to Form S-4 Registration Statement on April 19, 2023, Amendment No. 4 to Form S-4 Registration Statement on May 8, 2023, and Amendment No. 5 to Form S-4 Registration Statement on May 11, 2023 (collectively, “Form S-4 and Amendments”). Transaction Consideration The aggregate consideration to be paid in the Business Combination to the direct or indirect owners of Avalon consists of 26,030,250 20,855,250 23,625,000 each share of Avalon Class A common stock and Avalon Class B common stock issued and outstanding immediately prior to the Avalon Merger Effective Time will be entitled to receive, for each share of Avalon common stock, one share of Beneficent Class A common stock. As additional merger consideration, each holder of Avalon Class A common stock will also receive, for each share of Avalon Class A common stock that is not redeemed, one share of Beneficient Series A preferred stock. Each share of Beneficient Series A preferred stock that is then issued and outstanding is convertible into one-fourth (1/4) of a share of Beneficient Class A common stock on, and only on, the later of (i) 90 days after the Avalon Merger Effective Time and (ii) 30 days after a registration statement under the Securities Act has been declared effective with respect to the issuance of Beneficient Class A common stock and Beneficient Series A preferred stock upon the exercise of the Beneficient Warrants unless the holder thereof elects to not convert under the optional conversion rights. Also at the Avalon Merger Effective Time, each Avalon warrant issued and outstanding, entitling the holder thereof to purchase one share of Avalon Class A common stock at an exercise price of $ 11.50 There are a number of conditions to closing, each of which are set forth in the Business Combination Agreement Refer to BCG’s Form S-4 and for more information. Liquidity and Going Concern As of March 31, 2023, the Company had $ 112,161 216,329,414 500,962 Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. Prior to the consummation of its Initial Public Offering, the Company’s liquidity needs were satisfied through the payment of $ 25,000 197,000 1.18 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 8, 2023. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management plans to complete a business combination prior to the mandatory liquidation.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations 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 of the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the annual report on Form 10-K filed by the Company with the SEC on February 23, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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 JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or to provide a supplement to the auditor’s report providing additional information about the audit and the financial statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 unaudited condensed financial statements and the reported amounts of 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 6). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000 Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no Investments Held in Trust Account Investments held in Trust Account is comprised of investments in a money market fund that invests in U.S. government securities and generally have a readily determinable fair value. Such investments are recognized at fair value and presented on the condensed balance sheets at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income earned on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Deferred Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering ($ 695,809 10,953,007 11,168,880 479,936 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2023 and December 31, 2022, the Company had deferred tax assets of approximately $ 667,000 527,000 The Company’s current taxable income primarily consists of income earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2023 and 2022, the Company recorded $ 619,800 0 54 0 FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income per share of common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income per share of common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 23,625,000 shares of Class A common stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three months ended March 31, 2023 and 2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: Schedule of basic and diluted net loss per share For the Three Months Ended March 31, 2023 March 31, 2022 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator Allocation of net income $ 430,878 $ 106,917 $ 2,925,439 $ 725,915 Denominator Basic and diluted weighted average common stock outstanding 20,855,250 5,175,000 20,855,250 5,175,000 Basic and diluted net income per common share $ 0.02 $ 0.02 $ 0.14 $ 0.14 Redeemable Common Stock As discussed in Note 1, all of the 20,700,000 5,000,001 While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,000, all shares of Class A common stock sold in the Initial Public Offering are redeemable and classified as temporary equity on the Company’s unaudited condensed balance sheets until such time as a redemption event takes place. The value of Class A common stock that may be redeemed will be equal to $10.41 and $10.24 per share, respectively, as of March 31, 2023 and December 31, 2022 (which is the assumed redemption price) multiplied by 20,700,000 shares of Class A common stock. Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value of the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations. Costs associated with issuing the warrants classified as derivative liabilities are charged to operations when the warrants are issued. Recent Accounting Pronouncements 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” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact the pronouncement will have on the unaudited condensed financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Risks and Uncertainties COVID-19 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, and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. Russia-Ukraine War In February 2022, a military conflict started between Russia and Ukraine. The ongoing military conflict has provoked strong reactions from the United States, the UK, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions against Russia. Further, the precise effects of the ongoing military conflict and these sanctions on the global economies remain uncertain as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
INITIAL PUBLIC OFFERING	Mar. 31, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING On October 8, 2021, the Company consummated the Public Offering of 20,700,000 2,700,000 10.00 0.0001 Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,100,000 8,100,000 11.50

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares On October 21, 2020, the Sponsor paid an aggregate of $ 25,000 5,750,000 1,437,500 4,312,500 5,175,000 675,000 675,000 150,000 The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur 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 common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note—Related Party On October 31, 2020, the Sponsor agreed to loan the Company an aggregate of up to $ 250,000 Administrative Support Agreement Commencing on the effective date of the Initial Public Offering, on October 5, 2021, the Company agreed to pay the Sponsor a total of $ 10,000 30,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. 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 1.00 no

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, representative shares and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of Initial Public Offering. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 2,700,000 The underwriter was entitled to an underwriting discount of $0.125 per Unit, or $ 2,587,500 7,245,000 provided that up to 0.875% of the gross proceeds or $1,811,250 in the aggregate may be paid to third parties not participating in the offering In addition, the Company issued to the underwriter 155,250 0.0001 1,120,507

WARRANTS

WARRANTS	3 Months Ended
WARRANTS	Mar. 31, 2023
Warrants
WARRANTS	NOTE 6 – WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. As of March 31, 2023 and December 31, 2022, 15,525,000 8,100,000 The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the closing of the initial business combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the shares of the Company’s Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock 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 common stock (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 common stock 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 Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 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 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.

CLASS A COMMON STOCK SUBJECT TO

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	3 Months Ended
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	Mar. 31, 2023
Class Common Stock Subject To Possible Redemption
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 7 – CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A common stock sold during the Initial Public Offering features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 0.0001 20,855,250 20,700,000 The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheets is reconciled on the following table: Schedule of reconcilation of balance sheet Gross proceeds from Initial Public Offering $ 207,000,000 Less: Fair value of Public Warrants at issuance (9,159,750 ) Offering costs allocated to Class A common stock subject to possible redemption (11,168,880 ) Plus: Accretion on Class A common stock subject to possible redemption amount 23,433,630 Class A common stock subject to possible redemption as of December 31, 2021 210,105,000 Increase in redemption value of Class A common stock subject to redemption 1,766,303 Class A common stock subject to possible redemption as of December 31, 2022 211,871,303 Deposit into Trust Account to extend Combination Period 2,070,000 Increase in redemption value of Class A common stock subject to redemption 1,597,661 Class A common stock subject to possible redemption as of March 31, 2023 $ 215,538,964

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	3 Months Ended
STOCKHOLDERS’ DEFICIT	Mar. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 8 — STOCKHOLDERS’ DEFICIT Preferred Stock 1,000,000 0.0001 no Class A Common Stock 100,000,000 0.0001 20,855,250 Class B Common Stock 10,000,000 0.0001 5,175,000 Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock on the first business day following the completion of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of the Company’s common stock issued and outstanding upon completion of Initial Public Offering, plus (ii) the sum of (a) all shares of the Company’s common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion of a Business Combination, excluding (1) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any (2) Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans minus (b) the number of Public Shares redeemed by public stockholders in connection with a Business Combination.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
FAIR VALUE MEASUREMENTS	Mar. 31, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9 – FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Schedule of Fair value hierarchy of the valuation inputs the Company Fair Value Measured as of March 31, 2023 Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 216,329,414 $ — $ — Liabilities: Private Placement Warrants $ — $ 729,000 $ — Public Warrants $ 1,397,250 $ — $ — Fair Value Measured as of December 31, 2022 Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 212,031,953 $ — $ — Liabilities: Private Placement Warrants $ — $ 526,500 $ — Public Warrants $ 1,009,125 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of each reporting period. Initial Measurement The Company established the initial fair value for the warrants on October 8, 2021, the date of the Company’s Initial Public Offering, using a market-based approach for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and three-fourth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. On October 8, 2021, the Private Placement Warrants and Public Warrants were determined to have aggregate values of $ 4.78 9.16 Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of March 31, 2023 and December 31, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker AVACW. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. As of March 31, 2023, the aggregate values of the Private Placement Warrants and Public Warrants were $ 729,000 1,397,250 526,500 1,009,125

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Other than the extension of the Combination Period from April 4, 2023 to July 8, 2023, as described in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations 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 of the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the annual report on Form 10-K filed by the Company with the SEC on February 23, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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 JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or to provide a supplement to the auditor’s report providing additional information about the audit and the financial statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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 unaudited condensed financial statements and the reported amounts of 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from those estimates.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 6).
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no
Investments Held in Trust Account	Investments Held in Trust Account Investments held in Trust Account is comprised of investments in a money market fund that invests in U.S. government securities and generally have a readily determinable fair value. Such investments are recognized at fair value and presented on the condensed balance sheets at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income earned on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Deferred Offering Costs Associated with the Initial Public Offering	Deferred Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering ($ 695,809 10,953,007 11,168,880 479,936
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of March 31, 2023 and December 31, 2022, the Company had deferred tax assets of approximately $ 667,000 527,000 The Company’s current taxable income primarily consists of income earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2023 and 2022, the Company recorded $ 619,800 0 54 0 FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income per Share of Common Stock	Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income per share of common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income per share of common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 23,625,000 shares of Class A common stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three months ended March 31, 2023 and 2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: Schedule of basic and diluted net loss per share For the Three Months Ended March 31, 2023 March 31, 2022 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator Allocation of net income $ 430,878 $ 106,917 $ 2,925,439 $ 725,915 Denominator Basic and diluted weighted average common stock outstanding 20,855,250 5,175,000 20,855,250 5,175,000 Basic and diluted net income per common share $ 0.02 $ 0.02 $ 0.14 $ 0.14
Redeemable Common Stock	Redeemable Common Stock As discussed in Note 1, all of the 20,700,000 5,000,001 While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,000, all shares of Class A common stock sold in the Initial Public Offering are redeemable and classified as temporary equity on the Company’s unaudited condensed balance sheets until such time as a redemption event takes place. The value of Class A common stock that may be redeemed will be equal to $10.41 and $10.24 per share, respectively, as of March 31, 2023 and December 31, 2022 (which is the assumed redemption price) multiplied by 20,700,000 shares of Class A common stock.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value of the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations. Costs associated with issuing the warrants classified as derivative liabilities are charged to operations when the warrants are issued.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact the pronouncement will have on the unaudited condensed financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Risks and Uncertainties	Risks and Uncertainties COVID-19 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, and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. Russia-Ukraine War In February 2022, a military conflict started between Russia and Ukraine. The ongoing military conflict has provoked strong reactions from the United States, the UK, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions against Russia. Further, the precise effects of the ongoing military conflict and these sanctions on the global economies remain uncertain as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per share	Schedule of basic and diluted net loss per share For the Three Months Ended March 31, 2023 March 31, 2022 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator Allocation of net income $ 430,878 $ 106,917 $ 2,925,439 $ 725,915 Denominator Basic and diluted weighted average common stock outstanding 20,855,250 5,175,000 20,855,250 5,175,000 Basic and diluted net income per common share $ 0.02 $ 0.02 $ 0.14 $ 0.14

CLASS A COMMON STOCK SUBJECT _2

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables)	3 Months Ended
	Mar. 31, 2023
Class Common Stock Subject To Possible Redemption
Schedule of reconcilation of balance sheet	Schedule of reconcilation of balance sheet Gross proceeds from Initial Public Offering $ 207,000,000 Less: Fair value of Public Warrants at issuance (9,159,750 ) Offering costs allocated to Class A common stock subject to possible redemption (11,168,880 ) Plus: Accretion on Class A common stock subject to possible redemption amount 23,433,630 Class A common stock subject to possible redemption as of December 31, 2021 210,105,000 Increase in redemption value of Class A common stock subject to redemption 1,766,303 Class A common stock subject to possible redemption as of December 31, 2022 211,871,303 Deposit into Trust Account to extend Combination Period 2,070,000 Increase in redemption value of Class A common stock subject to redemption 1,597,661 Class A common stock subject to possible redemption as of March 31, 2023 $ 215,538,964

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair value hierarchy of the valuation inputs the Company	Schedule of Fair value hierarchy of the valuation inputs the Company Fair Value Measured as of March 31, 2023 Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 216,329,414 $ — $ — Liabilities: Private Placement Warrants $ — $ 729,000 $ — Public Warrants $ 1,397,250 $ — $ — Fair Value Measured as of December 31, 2022 Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 212,031,953 $ — $ — Liabilities: Private Placement Warrants $ — $ 526,500 $ — Public Warrants $ 1,009,125 $ — $ —

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended	9 Months Ended
	Apr. 04, 2023	Jan. 05, 2023	Oct. 08, 2021	Apr. 18, 2023	Mar. 31, 2023	Oct. 08, 2021	Dec. 31, 2022
Business Combination tangible assets					$ 5,000,001
Initial business combination	$ 2,070,000	$ 2,070,000			2,070,000
Voting rights				10 votes
Cash					112,161		$ 323,525
Assets held in trust account					216,329,414
Working capital					$ 500,962
Avalon [Member] \| Warrant [Member]
Consideration paid					23,625,000
IPO [Member]
Intial public offering price					$ 1,180,000	$ 210,105,000
Proceeds from sale of shares of common stock to initial shareholder					25,000
Proceeds from promissory note with related parties					$ 197,000
Class A Common Stock [Member] \| Avalon [Member]
Consideration paid					26,030,250
Share price					$ 11.50
Series A Preferred Stock [Member] \| Avalon [Member]
Consideration paid					20,855,250
Underwriter [Member] \| Over-Allotment Option [Member]
Number of shares issued					155,250
Share price					$ 0.0001
Underwriter [Member] \| Common Class A [Member] \| Over-Allotment Option [Member]
Number of shares issued			20,700,000		20,700,000
Additional option purchase			2,700,000		2,700,000
Number of value issued					$ 207,000,000
Underwriter [Member] \| Warrants [Member] \| Over-Allotment Option [Member]
Number of shares sold					8,100,000
Stock price per share					$ 1
Proceed from sales of stock					$ 8,100,000
Share price			$ 10			$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Common Class A [Member]
Allocation of net income	430,878	2,925,439
Basic and diluted weighted average common stock outstanding	20,855,250	20,855,250
Basic and diluted net income per common share	$ 0.02	$ 0.14
Common Class B [Member]
Allocation of net income	106,917	725,915
Basic and diluted weighted average common stock outstanding	5,175,000	5,175,000
Basic and diluted net income per common share	$ 0.02	$ 0.14

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended
	Oct. 08, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
FDIC insured amount		$ 250,000
Cash Equivalents		0		$ 0
Public Offering cost		695,809
Underwriters discount		10,953,007
Allocated equity instruments		11,168,880
Derivative warrant liabilities		479,936
Deferred tax assets		667,000		$ 527,000
Current income tax expense		$ 619,800	$ 0
Effective tax rate		54%	0%
Net tangible assets		$ 5,000,001
Underwriter [Member]
Defined Benefit Plan Disclosure [Line Items]
Underwriters discount		$ 2,587,500
Underwriter [Member] \| Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares issued		155,250
Underwriter [Member] \| Common Class A [Member] \| Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares issued	20,700,000	20,700,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		3 Months Ended
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Oct. 08, 2021	Mar. 31, 2023	Dec. 31, 2022
Common Stock Class A [Member]
Defined Benefit Plan Disclosure [Line Items]
Common stock par value		$ 0.0001	$ 0.0001
Underwriter [Member] \| Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares issued		155,250
Stock price		$ 0.0001
Underwriter [Member] \| Common Class A [Member] \| Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares issued	20,700,000	20,700,000
Additional Option Purchase	2,700,000	2,700,000
Underwriter [Member] \| Warrants [Member] \| Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock price	$ 10
Number of shares sold		8,100,000
Sponsor [Member] \| Private Placement [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of value sold		$ 8,100,000
Warrant exercise price		$ 11.50

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		1 Months Ended			3 Months Ended
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Oct. 05, 2021	Aug. 30, 2021	Oct. 31, 2020	Oct. 21, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
General and administrative expense					$ 439,241	$ 69,753
Working capital loans					$ 1,500,000
Conversion Price					$ 1
Working capital loans outstanding					$ 0		$ 0
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Periodic payment	$ 10,000
General and administrative expense					$ 30,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding		4,312,500			5,175,000		5,175,000
Avalon Acquisition Holdings [Member]
Related Party Transaction [Line Items]
Number of shares transferred	150,000
Avalon Acquisition Holdings [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Number of value issued	$ 5,175,000			$ 25,000
Number of shares issued				5,750,000
Underwriter [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Number of shares issued					155,250
Number of shares forfeited	675,000	1,437,500
Sponsor [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Loans			$ 250,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Oct. 08, 2021	Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Underwriters discount		$ 10,953,007
Underwriting Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Underwriter over allotment description		provided that up to 0.875% of the gross proceeds or $1,811,250 in the aggregate may be paid to third parties not participating in the offering
Underwriter [Member]
Defined Benefit Plan Disclosure [Line Items]
Underwriters discount		$ 2,587,500
Deferred fee		$ 7,245,000
Underwriter [Member] \| Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares issued		155,250
Share price		$ 0.0001
Representative shares issued		$ 1,120,507
Underwriter [Member] \| Common Class A [Member] \| Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Additional Option Purchase	2,700,000	2,700,000
Number of shares issued	20,700,000	20,700,000

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - USD ($)	3 Months Ended
WARRANTS (Details Narrative) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Redemption of warrants description	In addition, if (x) the Company issues additional shares of Class A common stock 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 common stock (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 common stock 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 Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	$ 15,525,000	$ 15,525,000
Private Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	$ 8,100,000	$ 8,100,000

CLASS A COMMON STOCK SUBJECT _3

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Class Common Stock Subject To Possible Redemption
Gross proceeds from Initial Public Offering	$ 207,000,000
Fair value of Public Warrants at issuance	(9,159,750)
Offering costs allocated to Class A common stock subject to possible redemption	(11,168,880)
Accretion on Class A common stock subject to possible redemption amount	23,433,630
Class A common stock subject to possible redemption, beginning	211,871,303	$ 210,105,000
Deposit into Trust Account to extend Combination Period	2,070,000
Increase in redemption value of Class A common stock subject to redemption	1,597,661	1,766,303
Class A common stock subject to possible redemption, ending	$ 215,538,964	$ 211,871,303

CLASS A COMMON STOCK SUBJECT _4

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details Narrative) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common shares subject to possible redemption	20,700,000	20,700,000
Common Stock Class A [Member]
Common stock shares authorized	100,000,000	100,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares outstanding	20,855,250	20,855,250

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Aug. 30, 2021
Class of Stock [Line Items]
Preferred stock shares authorized	1,000,000	1,000,000
Preferrd stock par value	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Stock Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized	100,000,000	100,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares issued	155,250	155,250
Common stock shares outstanding	155,250	155,250
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares issued	20,855,250	20,855,250
Common stock shares outstanding	20,855,250	20,855,250
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized	10,000,000	10,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares issued	5,175,000	5,175,000
Common stock shares outstanding	5,175,000	5,175,000	4,312,500

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 216,329,414	$ 212,031,953
Private Placement Warrants
Public Warrants	1,397,250	1,009,125
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account
Private Placement Warrants	729,000	526,500
Public Warrants
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account
Private Placement Warrants
Public Warrants

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Oct. 08, 2021
Fair Value Disclosures [Abstract]
Placement Warrants		$ 526,500	$ 4,780,000
Public Warrants	$ 1,397,250	$ 1,009,125	$ 9,160,000
Private placement warrants	$ 729,000