Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Entity Listings [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | We are filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023 (the “10-K”). This Amendment is being filed solely to correct for an inadvertent omission of disclosure under Item 3 and Note 9 in the Notes to Financial Statements, which due to an inadvertent error that occurred during the edgarization process and final submission of the 10-K by the printer was not included. The 10-K filed on March 31, 2023 was not the correct version that was approved by the board of directors and management of Twin Ridge Capital Acquisition Corp. (the “Company”) and our independent registered public accounting firm, Marcum LLP. No attempt has been made in this Amendment to otherwise modify or update the other disclosures presented in the 10-K. This Amendment does not reflect events occurring after the filing of the original 10-K (i.e., those events occurring after March 31, 2023) or modify of update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment should be read in conjunction with the 10-K and our other filings with the SEC. | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity Registrant Name | TWIN RIDGE CAPITAL ACQUISITION CORP. | ||
Entity Central Index Key | 0001840353 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity File Number | 001-40157 | ||
Entity Tax Identification Number | 98-1577338 | ||
Entity Address, Address Line One | 999 Vanderbilt Beach Road, Suite 200 | ||
Entity Address, City or Town | Naples | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 34108 | ||
City Area Code | 212 | ||
Local Phone Number | 235-0292 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 209,039,455 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Units [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | ||
Trading Symbol | TRCA.U | ||
Security Exchange Name | NYSE | ||
Class A Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares included as part of the units | ||
Trading Symbol | TRCA | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 6,266,645 | ||
Redeemable Warrants [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | TRCA WS | ||
Security Exchange Name | NYSE | ||
Class B Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,327,203 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,032,620 | $ 1,714,922 |
Prepaid expenses | 74,994 | 339,697 |
Due from related party, net | 12,526 | 0 |
Total Current Assets | 1,120,140 | 2,054,619 |
Prepaid expenses, non-current | 0 | 57,995 |
Marketable securities held in Trust Account | 216,069,362 | 213,101,191 |
Total Assets | 217,189,502 | 215,213,805 |
Current liabilities: | ||
Accounts payable | 4,427,004 | 1,572,476 |
Due to related party, net | 0 | 222 |
Total Current Liabilities | 4,427,004 | 1,572,698 |
Warrant liability | 376,312 | 7,364,314 |
Commitment fee shares liability | 147,469 | 0 |
Deferred underwriting discount | 0 | 7,458,085 |
Total Liabilities | 4,950,785 | 16,395,097 |
Commitments and Contingencies (Note 7) | ||
Class A ordinary shares subject to possible redemption, 21,308,813 shares at redemption value of approximately $10.14 and $10.00 as of December 31, 2022 and 2021, respectively | 216,069,362 | 213,101,191 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 5,336,153 | 0 |
Accumulated deficit | (9,167,331) | (14,283,016) |
Total Shareholders' Deficit | (3,830,645) | (14,282,483) |
Total Liabilities and Shareholders' Deficit | 217,189,502 | 215,213,805 |
Class A Ordinary Shares [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 21,308,813 shares at redemption value of approximately $10.14 and $10.00 as of December 31, 2022 and 2021, respectively | 213,101,191 | |
Shareholders' Deficit: | ||
Ordinary shares | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 533 | $ 533 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | ||
Ordinary shares, redemption (in shares) | 21,308,813 | |
Shareholders' Deficit: | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | ||
Ordinary shares, redemption (in shares) | 21,308,813 | 21,308,813 |
Ordinary shares, redemption value (in dollars per share) | $ 10.14 | $ 10 |
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued (in shares) | 0 | 0 |
Ordinary shares, shares outstanding (in shares) | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued (in shares) | 5,327,203 | 5,327,203 |
Ordinary shares, shares outstanding (in shares) | 5,327,203 | 5,327,203 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss from Operations | ||
Formation and operating costs | $ 3,846,780 | $ 2,333,766 |
Loss from operations | (3,846,780) | (2,333,766) |
Other income (expense): | ||
Warrant issuance costs | 0 | (539,844) |
Change in fair value of warrant liability | 6,988,002 | 8,777,435 |
Fair value of commitment shares liability | (147,469) | 0 |
Trust interest income | 2,968,171 | 13,061 |
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs | 323,385 | 0 |
Total other income, net | 10,132,089 | 8,557,786 |
Net income | $ 6,285,309 | $ 6,224,020 |
Ordinary Share Subject to Possible Redemption [Member] | ||
Other income (expense): | ||
Basic weighted average shares outstanding (in shares) | 21,308,813 | 17,981,328 |
Diluted weighted average shares outstanding (in shares) | 21,308,813 | 17,981,328 |
Basic net income per share (in dollars per share) | $ 0.24 | $ 0.27 |
Diluted net income per share (in dollars per share) | $ 0.24 | $ 0.27 |
Non-redeemable Ordinary Share [Member] | ||
Other income (expense): | ||
Basic weighted average shares outstanding (in shares) | 5,327,203 | 5,237,292 |
Diluted weighted average shares outstanding (in shares) | 5,327,203 | 5,237,292 |
Basic net income per share (in dollars per share) | $ 0.24 | $ 0.27 |
Diluted net income per share (in dollars per share) | $ 0.24 | $ 0.27 |
Over-Allotment Option [Member] | ||
Other income (expense): | ||
Change in fair value of warrant liability | $ 0 | $ 307,134 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [Member] Class A Ordinary Shares [Member] | Ordinary Shares [Member] Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Jan. 06, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Jan. 06, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Class B ordinary shares issued to Sponsor | $ 0 | $ 575 | 24,425 | 0 | 25,000 |
Class B ordinary shares issued to Sponsor (in shares) | 0 | 5,750,000 | |||
Proceeds received in excess of fair value of private placement warrants | $ 0 | $ 0 | 894,382 | 0 | 894,382 |
Forfeiture of Class B ordinary shares | $ 0 | $ (42) | 0 | 42 | 0 |
Forfeiture of Class B ordinary shares (in shares) | 0 | (422,797) | |||
Initial classification of Over-allotment liability | $ 0 | $ 0 | (538,911) | 0 | (538,911) |
Partial exercise of Over-allotment liability | 0 | 0 | 231,777 | 0 | 231,777 |
Accretion of Class A Ordinary Shares to redemption value | 0 | 0 | (611,673) | (20,507,078) | (21,118,751) |
Waived deferred underwriting discount | 0 | ||||
Net income | 0 | 0 | 0 | 6,224,020 | 6,224,020 |
Ending balance at Dec. 31, 2021 | $ 0 | $ 533 | 0 | (14,283,016) | (14,282,483) |
Ending balance (in shares) at Dec. 31, 2021 | 0 | 5,327,203 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Accretion of Class A Ordinary Shares to redemption value | $ 0 | $ 0 | (1,798,547) | (1,169,624) | (2,968,171) |
Waived deferred underwriting discount | 0 | 0 | 7,134,700 | 0 | 7,134,700 |
Net income | 0 | 0 | 0 | 6,285,309 | 6,285,309 |
Ending balance at Dec. 31, 2022 | $ 0 | $ 533 | $ 5,336,153 | $ (9,167,331) | $ (3,830,645) |
Ending balance (in shares) at Dec. 31, 2022 | 0 | 5,327,203 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||
Net income | $ 6,285,309 | $ 6,224,020 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Trust interest income | (2,968,171) | (13,061) | |
Change in fair value of warrant liability | (6,988,002) | (8,777,435) | |
Fair value of commitment fee shares liability | 147,469 | 0 | |
Warrant issuance costs | 0 | 539,844 | |
Other income | (323,385) | 0 | |
Changes in current assets and liabilities: | |||
Prepaid expenses | 322,698 | (397,692) | |
Accounts payable | 2,854,528 | 1,572,476 | |
Due from related party | (12,526) | 0 | |
Due to related party | (222) | 222 | |
Net cash used in operating activities | (682,302) | (1,158,760) | |
Cash Flows from Investing Activities: | |||
Marketable securities held in Trust Account | 0 | (213,088,130) | |
Net cash used in investing activities | 0 | (213,088,130) | |
Cash Flows from Financing Activities: | |||
Proceeds from Initial Public Offering, net of underwriters' fees | 0 | 208,826,366 | |
Proceeds from private placement | 0 | 7,661,764 | |
Proceeds from issuance of founder shares | 0 | 25,000 | |
Repayment to promissory note to related party | 0 | (60,094) | |
Payments of offering costs | 0 | (491,224) | |
Net cash provided by financing activities | 0 | 215,961,812 | |
Net Change in Cash | (682,302) | 1,714,922 | |
Cash - Beginning | 1,714,922 | 0 | |
Cash - Ending | 1,032,620 | $ 1,714,922 | 1,714,922 |
Non-Cash Investing and Financing Activities: | |||
Deferred underwriting commissions charged to additional paid in capital | 0 | 7,458,085 | |
Remeasurement of Class A ordinary shares subject to possible redemption | 2,968,171 | $ 13,061 | 21,118,751 |
Waived deferred underwriting discount | 7,134,700 | 0 | |
Initial classification of warrant liability | 0 | 16,141,749 | |
Deferred offering costs paid by Sponsor loan | 0 | 60,094 | |
Over-Allotment Option [Member] | |||
Adjustments to reconcile net income to net cash used in operating activities: | |||
Change in fair value of warrant liability | $ 0 | $ (307,134) |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS Organization and General Twin Ridge Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on January 7, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. 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. The Company has selected December 31 as its fiscal year end. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from January 7, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the IPO (as defined below), the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liabilit ies and other financial instruments The Company’s sponsor is Twin Ridge Capital sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on March 3, 2021 (the “Effective Date”). On March 8, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,933,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,400,000, which is discussed in Note 4. Transaction costs amounted to $11,551,318 consisting of $4,000,000 of underwriting discount, $7,000,000 of deferred underwriting discount, and $551,318 of other offering costs. The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $13,088,130, and incurred $261,764 in cash underwriting fees and $458,085 in deferred underwriting fees. Trust Account Following the closing of the IPO on March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO ( the “Combination Period” ) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. Initial Business Combination The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 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 of 1940, as amended, or the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company has not consummated an initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 5), (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the Combination Period), and (iv) vote their Founder Shares and public shares in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Proposed Carbon Revolution Business Combination Business Combination Agreement and Scheme Implementation Deed On November 29, 2022, the Company, Carbon Revolution Limited, an Australian public company with Australian Company Number (I) 128 274 653 listed on the Australian Securities Exchange (“Carbon Revolution”), Carbon Revolution Limited (formerly known as Poppetell Limited), a private limited company incorporated in Ireland with registered number 607450 (“MergeCo”), and Poppettell Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of MergeCo (“Merger Sub” and, together with SPAC, the Company and MergeCo, collectively, the “Parties” and each a “Party”), entered into a business combination agreement (as it may be amended or supplemented from time to time, the “Business Combination Agreement”), and on November 30, 2022, Carbon Revolution, the Company and MergeCo entered into a Scheme Implementation Deed (as it may be amended or supplemented from time to time, the “Scheme Implementation Deed”). Under the Scheme Implementation Deed, Carbon Revolution has agreed to propose a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (the “Scheme”) and a capital reduction under Part 2J.1 of the Corporations Act 2001 (Cth) which, if implemented, will result in all shares of Carbon Revolution being cancelled in return for consideration, with Carbon Revolution issuing a share to MergeCo (resulting in Carbon Revolution becoming a wholly-owned subsidiary of MergeCo) and MergeCo issuing shares to the shareholders of Carbon Revolution, subject to approval from Carbon Revolution’s shareholders, approval of the Federal Court of Australia and the satisfaction of various other conditions (a full list of the conditions is set out in the Scheme Implementation Deed). The Business Combination Agreement provides for the business combination, pursuant to which, among other things, the Company shall be merged with and into MergerSub, with Merger Sub surviving as a wholly-owned subsidiary of MergeCo (the “Surviving Company”), (the “Merger”). The Transaction will be consummated subject to the deliverables and provisions as further described in the Business Combination Agreement. Related Agreements Sponsor Side Letter Concurrently with the execution of the Business Combination Agreement and the Scheme Implementation Deed, the Sponsor, TRCA Subsidiary, Alison Burns (“Burns”), Paul Henrys (“Henrys”) and Gary Pilnick (“Pilnick” together with Burns and Henrys, the “Independent Directors”) and Dale Morrison (“Morrison”), Sanjay K. Morey (“Morey”) and William P. Russell, Jr. (“Russell”, and together with Morrison and Morey, the “Other Insiders”, and together with Sponsor, TRCA Subsidiary and the Independent Directors, the “Sponsor Parties”), the Company, Carbon Revolution and MergeCo entered into a Sponsor Side Letter (the “Sponsor Side Letter”), pursuant to which the Sponsor Parties have agreed to take, or not take, certain actions during the period between the execution of the Sponsor Side Letter and the consummation of the Merger, including, (i) to vote any ordinary shares of the Company owned by such Sponsor Party (all such shares, the “Covered Shares”) in favor of the Merger and the Scheme and other related proposals at the shareholders’ meeting of the Company, and any other special meeting of the Company’s shareholders called for the purpose of soliciting stockholder approval in connection with the consummation of the Merger and the Scheme, (ii) to waive the anti-dilution rights or similar protections with respect to the Class B ordinary shares owned by such party as set forth in the governing documents of the Company, or otherwise, and (iii) not to redeem any Covered Shares (as defined in the Sponsor Side Letter) owned by such Sponsor Party. Pursuant to the Sponsor Side Letter, Sponsor has also agreed that, immediately prior to the consummation of the Merger, and conditioned upon the consummation of the Merger, 327,203 of the 5,267,203 Class B ordinary shares beneficially owned by Sponsor shall be automatically forfeited and surrendered to the Company for no additional consideration. Standby Equity Purchase Agreement Concurrently with the parties entering into the Business Combination Agreement and Scheme Implementation Deed, the Company entered into a Standby Equity Purchase Agreement (the “CEF”) with YA II PN, Ltd. (“Yorkville”) pursuant to which, subject to the consummation of the Transactions, MergeCo has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate amount of up to $60 million of MergeCo Ordinary Shares at the time of MergeCo’s choosing during the term of the agreement, subject to certain limitations, including caps on exchanges, issuances and subscriptions based on trading volumes. Each advance under the CEF (an “Advance”) may be in an amount of MergeCo Ordinary Shares up to the greater of $10 million or the aggregate daily trading volume of MergeCo Ordinary Shares in the five three Going Concern and Liquidity As of December 31, 2022, the Company had approximately $1.0 million in its operating bank account, and working capital deficit of approximately $3.3 million. 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. The Company may need to raise further additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company has until June 8, 2023 to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by June 8, 2023. If an initial business combination is not consummated by the liquidation date, there will be a mandatory liquidation and subsequent dissolution. Additionally, it is uncertain that we will have sufficient liquidity to fund the working capital needs of the Company through June 8, 2023 or through twelve months from the issuance of this report. Management has determined that the liquidity condition through 12 months from the issuance of this report and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after June 8, 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On February 24, 2022, Russian forces launched significant military action against Ukraine, and sustained conflict and disruption in the region is possible. The impact to Ukraine as well as actions taken by other countries, including new and stricter sanctions imposed by Canada, the United Kingdom, the European Union, the United States, and other countries and companies and organizations against officials, individuals, regions, and industries in Russia and Ukraine, and actions taken by Russia in response to such sanctions, and each country’s potential response to such sanctions, tensions, and military actions could have a material adverse effect on the Company’s ability to complete the Business Combination. Any such material adverse effect from the conflict and enhanced sanctions activity may include reduced trading and business activity levels, disruption of financial markets, increased costs, disruption of services, inability to complete financial or banking transactions, and inability to service existing or new customers in the region. Prolonged unrest, military activities, or broad-based sanctions, should they be implemented, could have a material adverse effect on the Company’s ability to complete the Business Combination. The Company is exposed to volatility in the banking market. At various times, we could have deposits with certain U.S. banks in excess of the maximum amounts insured by the U.S. Federal Deposit Insurance Corporation (“FDIC”). On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company did not hold any deposits with Silicon Valley Bank as of December 31, 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements 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 Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the future. One of the more significant accounting estimates included in these statements are the warrant liabilities and commitment fee shares liability. Such estimates may be subject to change as more current information becomes available and a Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Marketable Securities Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in money market funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. The fair value of the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as level 3. The fair value of the commitment fee shares is based on a discounted cash flow model whereby the stock payment was discounted using risk free rates based on an estimated settlement date. The fair value of the commitment fee shares liability is classified as level 3. 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. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Ordinary Shares Subject to Possible Redemption All of the 21,308,813 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2022 and 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 213,088,130 Less: Proceeds allocated to Public Warrants (9,374,367 ) Class A ordinary shares issuance costs (11,731,323 ) Plus: Accretion of carrying value to redemption value 21,105,690 Remeasurement of carrying value to redemption value 13,061 Class A ordinary shares subject to possible redemption - December 31, 2021 213,101,191 Plus: Remeasurement of carrying value to redemption value 2,968,171 Class A ordinary shares subject to possible redemption - December 31, 2022 $ 216,069,362 Net Income Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 12,210,780 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2022 and for the period from January 7, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Year Ended December 31, 2022 For the Period from January 7, 2021 (Inception) through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 5,028,247 $ 1,257,062 $ 4,820,103 $ 1,403,917 Denominator: Weighted-average shares outstanding 21,308,813 5,327,203 17,981,328 5,237,292 Basic and diluted net income per ordinary share $ 0.24 $ 0.24 $ 0.27 $ 0.27 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to the shareholders’ deficit. The Company incurred offering costs amounting to $12,271,167 as a result of the IPO consisting of a $4,261,764 underwriting fee $7,458,085 of deferred underwriting fees and $551,318 of other offering costs. The Company recorded $11,731,323 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $539,844 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. On November 15, 2022, the Company and underwriters executed a waiver letter confirming the underwriters’ resignation and waiver of their entitlement to the payment of deferred underwriting discount under the terms of the underwriting agreement. As a result, the Company recognized $323,385 of other income attributable to the derecognition of deferred underwriting fees allocated to offering costs and $7,134,700 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying financial statements (see Note 7). 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 applicable authoritative guidance in 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 ordinary 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 on 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 statement of operations. The initial fair value of the Private and Public Warrants were estimated using a Monte Carlo simulation (see Note 6). Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Standby Equity Purchase Agreement Classification. The Company accounts for its CEF as either equity-classified or liability-classified instruments based on an assessment of the agreement’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the CEF is a freestanding financial instrument pursuant to ASC 480, meets the definition of a liability pursuant to ASC 480, and whether the CEF meets all of the requirements for equity classification under ASC 815, including whether the CEF is indexed to the Company’s Class A ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at date of the agreement and as of each subsequent quarterly period end date while the CEF is outstanding. For an agreement that meets all of the criteria for equity classification, the CEF would be required to be recorded as a component of additional paid-in capital at the time of issuance. For an agreement that does not meet all the criteria for equity classification, the CEF would be required to be recorded at its initial fair value on the date of issuance. The fair value of the CEF is remeasured at each balance sheet date with the change in the estimated fair value of the CEF recognized as a non-cash gain or loss on the statements of operations. The Company has analyzed the CEF (as defined in Note 1) and determined it is considered to be a freestanding instrument and does not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. Based on the settlement terms of the agreement, the CEF met the requirements for equity classification. Commitment Fee Shares Liability In connection with the Standby Equity Purchase Agreement, the Company agreed to issue Yorkville 15,000 of the Company’s ordinary shares upon consummation of the Initial Business Combination. The Company recorded the fair value of the commitment fee shares liability on the balance sheets and the related expense on its statements of operations. The initial fair value of the c f s l Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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) (“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 January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 7, 2021 (Inception). The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO on March 8, 2021, the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units. The aggregate Public Warrants outstanding pursuant to the IPO and the underwriters partially exercised the over-allotment option are 7,102,938. Following the closing of the IPO on March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of one year from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Company’s Class A ordinary shares 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 public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act, and in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial 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, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares except as otherwise described above; ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,400,000, in a private placement. The proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. Pursuant to the underwriters’ partial exercise of the over-allotment option on March 10, 2021, the Sponsor purchased an additional 174,509 Private Placement Warrants. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 12, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. Up to 750,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On February 23, 2021, 20,000 shares were transferred to each of the three independent directors. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units. As a result, 422,797 founder shares were forfeited on April 19, 2021. In February 2021, the Sponsor transferred its interests representing a total of 60,000 Class B ordinary shares of the Company to three independent directors of the Company for per share consideration equal to the amount paid by the Sponsor to the Company for each founder share. Pursuant to the terms of the agreements governing these transfers, if the transferee ceases to serve as a director of the Company prior to the completion of the Company’s initial Business Combination, the Sponsor has the option to repurchase the founder shares from such transferee for the same per share consideration paid by the transferee for the initial transfer. The Sponsor’s option to repurchase the founder shares shall expire upon the consummation of the Company’s initial Business Combination. The sale of the founders shares to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the shares sold to the Company’s directors was $300,490 or approximately $5.01 per share. The founders’ shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the founders’ shares is recognized only when the performance condition is probable of occurrence. As of December 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no share-based compensation expense has been recognized. Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of founders shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the founder shares. The Sponsor, directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Advisory Agreement and Transfer of Founder Shares On October 28, 2022, the Company and the Sponsor entered into a letter agreement with DDGN Advisors, LLC (the “Advisor”), pursuant to which the Advisor agreed to provide certain advisory, diligence and other similar services to the Company and the Sponsor in connection with the potential business combination between the Company and Carbon Revolution. As consideration for the Advisor’s performance of such services, the Sponsor agreed to transfer 3,350,000 of the Company’s Class B ordinary shares beneficially owned by the Sponsor to the Advisor at the closing of the Business Combination. The transfer of the founders shares to the Advisor is in the scope of ASC 718 whereby share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Due from Related Party The balance of $12,526 as of December 31, 2022 represents the $12,973 of taxes paid by the Company on behalf of the Sponsor and advanced administrative service fee, net of the $447 operating expenses paid by the Sponsor on behalf of the Company. Due to Related Party The balance of $222 as of December 31, 2021 represents operating expenses paid by the Sponsor on behalf of the Company. Promissory Note — Related Party On January 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of November 30, 2021 or the closing of the IPO. During the period from January 12, 2021 through December 31, 2021, the Company had borrowed $60,094 under the promissory note. On March 15, 2021, the Company paid the promissory note in full and overpaid $15,771, which was recorded as a receivable from Sponsor on the balance sheet. The Sponsor returned the overpayment to the Company on May 10, 2021. On March 10, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “Promissory Note”) to Carbon Revolution. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Company’s trust account. As of March 31, 2023, there was $480,000 outstanding under the Promissory Note. Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. As of December 31, 2022, there were no such loan amounts outstanding. Such warrants would be identical to the Private Placement Warrants. Administrative Service Fee Commencing on the date that the Company’s securities are first listed on NYSE, the Company will reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $120,000 and $100,000 for the year ended December 31, 2022 and 2021, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 6. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities held in Trust Account $ 216,069,362 $ 216,069,362 $ — $ — $ 216,069,362 $ 216,069,362 $ — $ — Liabilities: Warrant Liability –Public Warrants $ 213,799 $ 213,799 $ — $ — Warrant Liability – Private Placement Warrants 162,513 — — 162,513 Commitment fee shares liability 147,469 — — 147,469 $ 523,781 $ 213,799 $ — $ 309,982 December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities held in Trust Account $ 213,101,191 $ 213,101,191 $ — $ — $ 213,101,191 $ 213,101,191 $ — $ — Liabilities: Warrant Liability –Public Warrants $ 4,261,763 $ 4,261,763 $ — $ — Warrant Liability – Private Placement Warrants 3,102,551 — — 3,102,551 $ 7,364,314 $ 4,261,763 $ — $ 3,102,551 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from January 7, 2021 through December 31, 2021 was $(6,440,945). There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2021. Public Warrants The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants at December 31, 2022 and 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2022 and 2021, the aggregate value of Public Warrants was $213,799 and $4,261,763, respectively. The estimated fair value of the Private Placement Warrants on December 31, 2022 and 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation model for the warrant liability were as follows: Input December 31, 2022 December 31, 2021 Expected term (years) 5.18 6.48 Expected volatility 9.30 % 12.40 % Risk-free interest rate 4.75 % 1.40 % Fair value of the ordinary share price $ 10.09 $ 9.69 The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the year ended December 31, 2022 and 2021: December 31, 2022 Fair value as of January 1, 2022 $ 3,102,551 Revaluation of warrant liability included in other income within the statements of operations (2,940,038 ) Fair value as of December 31, 2022 $ 162,513 December 31, 2021 Fair value as of January 7, 2021 (inception) $ — Initial fair value of warrant liability upon issuance at IPO 15,334,757 Initial fair value of warrant liability upon issuance at over-allotment 806,992 Transfer out of Level 3 to Level 1 (6,440,945 ) Revaluation of warrant liability included in other income within the statements of operations (6,598,253 ) Fair value as of December 31, 2021 $ 3,102,551 Commitment Fee Shares The estimated fair value of the commitment fee shares liability on November 28, 2022 (initial measurement) is determined using Level 3 inputs. The expected term was based on management assumptions regarding the timing and likelihood of completing a business combination. Management also estimated whether a business combination would be completed. The commitment fees shares liability is discounted to net present values using risk free rates. Discount rates were based on current risk-free rates based on the actual simulated term using the following U.S. Treasury rates and using the linearly interpolated treasury rates between quoted terms. The assumptions used in calculating the estimated fair value represents the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair value could be materially different. The key inputs into the present value model for the commitment fee shares liability were as follows: Input November 28, 2022 (Initial Measurement) December 31, 2022 Expected term (years) 0.41 0.20 Risk-free interest rate 4.61 % 4.34 % Fair value of the ordinary share price $ 10.015 $ 10.090 The fair value of the commitment fee shares liability was $147,469 and is reflected on the Company’s balance sheet with the corresponding expense charged to other income (expense). The change in fair value from initial measurement on November 28, 2022 through December 31, 2022 was deemed to be de minimis and therefore no change in fair value was recognized through December 31, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Registration and Shareholders Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on March 3, 2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder 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 Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from March 3, 2021 to purchase up to an additional 3,000,000 units to cover over-allotments. On March 8, 2021, the Company paid a fixed underwriting discount of $4,000,000, which was calculated as two percent (2%) of the gross proceeds of the IPO. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $7,000,000, upon the completion of the Company’s initial Business Combination. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. The option to purchase the remaining 1,691,187 units was unexercised and expired on April 19, 2021. On November 15, 2022, the Company and underwriters executed a waiver letter confirming the underwriters’ resignation and waiver of their entitlement to the payment of deferred underwriting discount under the terms of the underwriting agreement. As a result, the Company recognized $323,385 of other income attributable to derecognition of deferred underwriting fee allocated to offering costs and $7,134,700 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying financial statements. As of December 31, 2022 and 2021, the deferred underwriting fee payable is $0 and $7,458,085, respectively. Commitment Fee Shares In connection with the Standby Equity Purchase Agreement, the Company agreed to issue Yorkville 15,000 of the Company’s ordinary shares upon consummation of the Initial Business Combination. Service Provider Agreements From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. During the year ended December 31, 2022, the Company entered into a contingent fee agreement with a service provider whereby the conditions for payment were met prior to December 31, 2022. The aggregate fee was $525,000 and is included in accounts payable on the in the Company’s balance sheets. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
SHAREHOLDERS' DEFICIT [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were no Class A ordinary shares issued and outstanding, excluding 21,308,813 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. At December 31, 2022 and 2021, there were 5,327,203 Class B ordinary shares issued and outstanding. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units. As a result, 422,797 founder shares were forfeited on April 19, 2021. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review , other than as described below or in these financial statements On March 6, 2023, the Company held an extraordinary general meeting of shareholders ( the an initial B C to June 8, 2023 On March 10, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “Promissory Note”) to Carbon Revolution. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Company’s trust account. As of March 31, 2023, there was $480,000 outstanding under the Promissory Note which will be utilized for three monthly extensions through June 8, 2023. In connection with that vote, the holders of 15,042,168 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate redemption amount of approximately $153,567,547 or $10.21 per share. After the satisfaction of such redemptions and receipt of the initial deposit of $480,000 to the Trust Account, the balance in the Trust Account was approximately $64,457,034. Certain purported shareholders of the Company sent demand letters (the “Demands”) alleging deficiencies and/or omissions in the Registration Statement on Form F-4, filed by Carbon Revolution with the SEC on February 27, 2023. The Demands seek additional disclosures to remedy these purported deficiencies. The Company believes that the allegations in the Demands are meritless. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements 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 Securities and Exchange Commission (the “SEC”). |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the future. One of the more significant accounting estimates included in these statements are the warrant liabilities and commitment fee shares liability. Such estimates may be subject to change as more current information becomes available and a |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in money market funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. The fair value of the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as level 3. The fair value of the commitment fee shares is based on a discounted cash flow model whereby the stock payment was discounted using risk free rates based on an estimated settlement date. The fair value of the commitment fee shares liability is classified as level 3. |
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. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 21,308,813 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2022 and 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 213,088,130 Less: Proceeds allocated to Public Warrants (9,374,367 ) Class A ordinary shares issuance costs (11,731,323 ) Plus: Accretion of carrying value to redemption value 21,105,690 Remeasurement of carrying value to redemption value 13,061 Class A ordinary shares subject to possible redemption - December 31, 2021 213,101,191 Plus: Remeasurement of carrying value to redemption value 2,968,171 Class A ordinary shares subject to possible redemption - December 31, 2022 $ 216,069,362 |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 12,210,780 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2022 and for the period from January 7, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Year Ended December 31, 2022 For the Period from January 7, 2021 (Inception) through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 5,028,247 $ 1,257,062 $ 4,820,103 $ 1,403,917 Denominator: Weighted-average shares outstanding 21,308,813 5,327,203 17,981,328 5,237,292 Basic and diluted net income per ordinary share $ 0.24 $ 0.24 $ 0.27 $ 0.27 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to the shareholders’ deficit. The Company incurred offering costs amounting to $12,271,167 as a result of the IPO consisting of a $4,261,764 underwriting fee $7,458,085 of deferred underwriting fees and $551,318 of other offering costs. The Company recorded $11,731,323 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $539,844 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. On November 15, 2022, the Company and underwriters executed a waiver letter confirming the underwriters’ resignation and waiver of their entitlement to the payment of deferred underwriting discount under the terms of the underwriting agreement. As a result, the Company recognized $323,385 of other income attributable to the derecognition of deferred underwriting fees allocated to offering costs and $7,134,700 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriting discount in the accompanying financial statements (see Note 7). |
Warrant Liabilities and Derivative Financial Instruments | 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 applicable authoritative guidance in 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 ordinary 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 on 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 statement of operations. The initial fair value of the Private and Public Warrants were estimated using a Monte Carlo simulation (see Note 6). Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Standby Equity Purchase Agreement Classification. The Company accounts for its CEF as either equity-classified or liability-classified instruments based on an assessment of the agreement’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the CEF is a freestanding financial instrument pursuant to ASC 480, meets the definition of a liability pursuant to ASC 480, and whether the CEF meets all of the requirements for equity classification under ASC 815, including whether the CEF is indexed to the Company’s Class A ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at date of the agreement and as of each subsequent quarterly period end date while the CEF is outstanding. For an agreement that meets all of the criteria for equity classification, the CEF would be required to be recorded as a component of additional paid-in capital at the time of issuance. For an agreement that does not meet all the criteria for equity classification, the CEF would be required to be recorded at its initial fair value on the date of issuance. The fair value of the CEF is remeasured at each balance sheet date with the change in the estimated fair value of the CEF recognized as a non-cash gain or loss on the statements of operations. The Company has analyzed the CEF (as defined in Note 1) and determined it is considered to be a freestanding instrument and does not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. Based on the settlement terms of the agreement, the CEF met the requirements for equity classification. |
Commitment Fee Shares Liability | Commitment Fee Shares Liability In connection with the Standby Equity Purchase Agreement, the Company agreed to issue Yorkville 15,000 of the Company’s ordinary shares upon consummation of the Initial Business Combination. The Company recorded the fair value of the commitment fee shares liability on the balance sheets and the related expense on its statements of operations. The initial fair value of the c f s l |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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) (“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 January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 7, 2021 (Inception). The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Reconciliation of Common Stock Subject to Possible Redemption | As of December 31, 2022 and 2021, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 213,088,130 Less: Proceeds allocated to Public Warrants (9,374,367 ) Class A ordinary shares issuance costs (11,731,323 ) Plus: Accretion of carrying value to redemption value 21,105,690 Remeasurement of carrying value to redemption value 13,061 Class A ordinary shares subject to possible redemption - December 31, 2021 213,101,191 Plus: Remeasurement of carrying value to redemption value 2,968,171 Class A ordinary shares subject to possible redemption - December 31, 2022 $ 216,069,362 |
Basic and Diluted Net Income Per Ordinary Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Year Ended December 31, 2022 For the Period from January 7, 2021 (Inception) through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 5,028,247 $ 1,257,062 $ 4,820,103 $ 1,403,917 Denominator: Weighted-average shares outstanding 21,308,813 5,327,203 17,981,328 5,237,292 Basic and diluted net income per ordinary share $ 0.24 $ 0.24 $ 0.27 $ 0.27 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities held in Trust Account $ 216,069,362 $ 216,069,362 $ — $ — $ 216,069,362 $ 216,069,362 $ — $ — Liabilities: Warrant Liability –Public Warrants $ 213,799 $ 213,799 $ — $ — Warrant Liability – Private Placement Warrants 162,513 — — 162,513 Commitment fee shares liability 147,469 — — 147,469 $ 523,781 $ 213,799 $ — $ 309,982 December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Marketable securities held in Trust Account $ 213,101,191 $ 213,101,191 $ — $ — $ 213,101,191 $ 213,101,191 $ — $ — Liabilities: Warrant Liability –Public Warrants $ 4,261,763 $ 4,261,763 $ — $ — Warrant Liability – Private Placement Warrants 3,102,551 — — 3,102,551 $ 7,364,314 $ 4,261,763 $ — $ 3,102,551 |
Fair Value Measurement Inputs | The key inputs into the Monte Carlo simulation model for the warrant liability were as follows: Input December 31, 2022 December 31, 2021 Expected term (years) 5.18 6.48 Expected volatility 9.30 % 12.40 % Risk-free interest rate 4.75 % 1.40 % Fair value of the ordinary share price $ 10.09 $ 9.69 The key inputs into the present value model for the commitment fee shares liability were as follows: Input November 28, 2022 (Initial Measurement) December 31, 2022 Expected term (years) 0.41 0.20 Risk-free interest rate 4.61 % 4.34 % Fair value of the ordinary share price $ 10.015 $ 10.090 |
Change in Fair Value of Warrant Liabilities | The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the year ended December 31, 2022 and 2021: December 31, 2022 Fair value as of January 1, 2022 $ 3,102,551 Revaluation of warrant liability included in other income within the statements of operations (2,940,038 ) Fair value as of December 31, 2022 $ 162,513 December 31, 2021 Fair value as of January 7, 2021 (inception) $ — Initial fair value of warrant liability upon issuance at IPO 15,334,757 Initial fair value of warrant liability upon issuance at over-allotment 806,992 Transfer out of Level 3 to Level 1 (6,440,945 ) Revaluation of warrant liability included in other income within the statements of operations (6,598,253 ) Fair value as of December 31, 2021 $ 3,102,551 |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details) | 12 Months Ended | ||||
Mar. 10, 2021 USD ($) $ / shares shares | Mar. 08, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Business $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Organization and Business Operations [Abstract] | |||||
Gross proceeds from initial public offering | $ 0 | $ 208,826,366 | |||
Gross proceeds from private placement | 0 | 7,661,764 | |||
Transaction costs | $ 11,551,318 | 12,271,167 | |||
Underwriting discount | 4,000,000 | 4,261,764 | |||
Deferred underwriting discount | 7,000,000 | 7,458,085 | |||
Other costs | 551,318 | 551,318 | |||
Net proceeds from Initial Public Offering and Private Placement | $ 213,088,130 | $ 0 | 213,088,130 | ||
Unit price, Initial Public Offering and Private Placement (in dollars per share) | $ / shares | $ 10 | ||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | ||||
Period to complete business combination from closing of initial public offering | 24 months | ||||
Period to redeem public shares if business combination is not completed within Initial combination period | 10 days | ||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of shares forfeited and surrendered (in shares) | shares | 327,203 | ||||
Number of shares beneficially owned (in shares) | shares | 5,267,203 | ||||
Minimum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of operating businesses included in initial business combination | Business | 1 | ||||
Fair market value as percentage of net assets held in Trust Account included in initial business combination | 80% | ||||
Post-transaction ownership percentage of the target business | 50% | ||||
Maximum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Interest on Trust Account to be held to pay dissolution expenses | $ 100,000 | ||||
Initial Public Offering [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Gross proceeds from initial public offering | $ 213,088,130 | ||||
Underwriting discount | $ 4,000,000 | ||||
Deferred underwriting discount | $ 7,000,000 | ||||
Net proceeds from Initial Public Offerings Placement per unit (in dollars per share) | $ / shares | $ 10 | ||||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Transaction costs | $ 11,731,323 | $ 11,731,323 | |||
Initial Public Offering [Member] | Maximum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Net proceeds from Initial Public Offerings Placement per unit (in dollars per share) | $ / shares | $ 10 | ||||
Initial Public Offering [Member] | Public Shares [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 20,000,000 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||
Gross proceeds from initial public offering | $ 200,000,000 | ||||
Over-Allotment Option [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 1,308,813 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||
Gross proceeds from initial public offering | $ 13,088,130 | ||||
Underwriting discount | 261,764 | ||||
Deferred underwriting discount | $ 458,085 | ||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||||
Over-Allotment Option [Member] | Class B Ordinary Shares [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 1,308,813 | ||||
Over-Allotment Option [Member] | Sponsor [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 1,308,813 | ||||
Over-Allotment Option [Member] | Maximum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 3,000,000 | ||||
Over-Allotment Option [Member] | Private Placement Warrant [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 174,509 | ||||
Private Placement [Member] | Private Placement Warrant [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Share price (in dollars per share) | $ / shares | $ 1.5 | ||||
Warrants issued (in shares) | shares | 4,933,333 | ||||
Gross proceeds from private placement | $ 7,400,000 | ||||
Standby Equity Purchase Agreement [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Advance amounts under CEF | $ 10,000,000 | ||||
Number of trading days used to determine alternative advance amount under CEF | 5 days | ||||
First percentage of the shares used to determine purchase price for advance | 95% | ||||
Second percentage of the shares used to determine purchase price for advance | 97% | ||||
Pricing period used to determine percentage used for purchase price of advance for option 1 | 1 day | ||||
Pricing period used to determine percentage used for purchase price of advance for option 2 | 3 days | ||||
Term period for CEF | 3 years | ||||
Standby Equity Purchase Agreement [Member] | Maximum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Value of ordinary shares eligible for issue in the Business Combination | $ 60,000,000 |
ORGANIZATION AND BUSINESS OPE_3
ORGANIZATION AND BUSINESS OPERATIONS, Going Concern and Liquidity (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Going Concern and Liquidity [Abstract] | ||
Cash | $ 1,032,620 | $ 1,714,922 |
Working capital (deficit) | $ (3,300,000) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) | Dec. 31, 2022 USD ($) |
Cash and Cash Equivalents [Abstract] | |
Cash equivalents | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Mar. 08, 2021 | |
Reconciliation of Common Stock Subject to Possible Redemption [Abstract] | ||||
Gross proceeds from IPO | $ 0 | $ 208,826,366 | ||
Class A ordinary shares issuance costs | (12,271,167) | $ (11,551,318) | ||
Remeasurement of carrying value to redemption value | 2,968,171 | $ 13,061 | 21,118,751 | |
Class A ordinary shares subject to possible redemption | $ 216,069,362 | 213,101,191 | 213,101,191 | |
Ordinary Shares Subject to Possible Redemption [Abstract] | ||||
Shares subject to possible redemption (in shares) | 21,308,813 | |||
Class A Ordinary Shares [Member] | ||||
Reconciliation of Common Stock Subject to Possible Redemption [Abstract] | ||||
Accretion of carrying value to redemption value | 21,105,690 | |||
Class A ordinary shares subject to possible redemption | $ 213,101,191 | $ 213,101,191 | ||
Ordinary Shares Subject to Possible Redemption [Abstract] | ||||
Shares subject to possible redemption (in shares) | 21,308,813 | 21,308,813 | 21,308,813 | |
Initial Public Offering [Member] | ||||
Reconciliation of Common Stock Subject to Possible Redemption [Abstract] | ||||
Gross proceeds from IPO | $ 213,088,130 | |||
Initial Public Offering [Member] | Public Warrant [Member] | ||||
Reconciliation of Common Stock Subject to Possible Redemption [Abstract] | ||||
Proceeds allocated to Public Warrants | (9,374,367) | |||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||
Reconciliation of Common Stock Subject to Possible Redemption [Abstract] | ||||
Class A ordinary shares issuance costs | $ (11,731,323) | $ (11,731,323) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income Per Ordinary Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Shares excluded in calculation of diluted loss per share (in shares) | 12,210,780 | 12,210,780 |
Class A [Member] | ||
Numerator [Abstract] | ||
Allocation of net income | $ 5,028,247 | $ 4,820,103 |
Denominator Abstract] | ||
Basic weighted average shares outstanding (in shares) | 21,308,813 | 17,981,328 |
Diluted weighted average shares outstanding (in shares) | 21,308,813 | 17,981,328 |
Net income per ordinary share, basic (in dollars per share) | $ 0.24 | $ 0.27 |
Net income per ordinary share, diluted (in dollars per share) | $ 0.24 | $ 0.27 |
Class B [Member] | ||
Numerator [Abstract] | ||
Allocation of net income | $ 1,257,062 | $ 1,403,917 |
Denominator Abstract] | ||
Basic weighted average shares outstanding (in shares) | 5,327,203 | 5,237,292 |
Diluted weighted average shares outstanding (in shares) | 5,327,203 | 5,237,292 |
Net income per ordinary share, basic (in dollars per share) | $ 0.24 | $ 0.27 |
Net income per ordinary share, diluted (in dollars per share) | $ 0.24 | $ 0.27 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($) | 12 Months Ended | |||
Nov. 15, 2022 | Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Offering Costs [Abstract] | ||||
Offering costs | $ 11,551,318 | $ 12,271,167 | ||
Underwriting fees | 4,000,000 | 4,261,764 | ||
Deferred underwriting fees | 7,000,000 | 7,458,085 | ||
Other offering costs | 551,318 | 551,318 | ||
Offering costs included in Equity | 11,731,323 | |||
Offering costs allocated to issuance of warrants | $ 539,844 | |||
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs | $ 323,385 | 323,385 | $ 0 | |
Decrecognition of offering costs recorded to additional paid-in capital | $ 7,134,700 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) | Dec. 31, 2022 USD ($) |
Income Taxes [Abstract] | |
Unrecognized tax benefits | $ 0 |
Accrued interest and penalties | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 12 Months Ended | |||
Mar. 10, 2021 | Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Initial Public Offering [Abstract] | ||||
Period for warrants to become exercisable | 30 days | |||
Expiration period of warrants | 5 years | |||
Net proceeds from Initial Public Offering and Private Placement | $ 213,088,130 | $ 0 | $ 213,088,130 | |
Unit price, Initial Public Offering and Private Placement (in dollars per share) | $ 10 | |||
Warrants [Abstract] | ||||
Expiration period of warrants | 5 years | |||
Minimum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Period for warrants to become exercisable | 30 days | |||
Maximum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Period for warrants to become exercisable | 12 months | |||
Public Warrant [Member] | ||||
Initial Public Offering [Abstract] | ||||
Expiration period of warrants | 5 years | |||
Class of Warrant or Right, Outstanding | 7,102,938 | |||
Warrants [Abstract] | ||||
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | |||
Period to exercise warrants after closing of Initial Public Offering | 1 year | |||
Period to exercise warrants after Business Combination | 30 days | |||
Expiration period of warrants | 5 years | |||
Period to file registration statement after initial Business Combination | 20 days | |||
Period for registration statement to become effective | 60 days | |||
Class A Ordinary Shares [Member] | ||||
Warrants [Abstract] | ||||
Threshold consecutive trading days | 30 days | |||
Threshold trading days | 20 days | |||
Class A Ordinary Shares [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 12 | |||
Class A Ordinary Shares [Member] | Public Warrant [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Warrants exercise price (in dollars per share) | $ 11.5 | |||
Class A Ordinary Shares [Member] | Public Warrant [Member] | Maximum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | |||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Percentage multiplier | 180% | |||
Warrant redemption price (in dollars per share) | $ 0.01 | |||
Threshold consecutive trading days | 30 days | |||
Threshold trading days | 20 days | |||
Redemption period | 30 days | |||
Notice period to redeem warrants | 30 days | |||
Number of trading days to sends the notice of redemption | 3 days | |||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Public Warrant [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 18 | |||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Warrant redemption price (in dollars per share) | $ 0.1 | |||
Threshold consecutive trading days | 30 days | |||
Threshold trading days | 20 days | |||
Notice period to redeem warrants | 30 days | |||
Number of trading days to sends the notice of redemption | 3 days | |||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 10 | |||
Trading day period to calculate volume weighted average trading price | 20 days | |||
Trading day period to calculate volume weighted average trading price following notice of redemption | 10 days | |||
Initial Public Offering [Member] | Public Shares [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 20,000,000 | |||
Unit price (in dollars per share) | $ 10 | |||
Initial Public Offering [Member] | Public Warrant [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities called by each Unit (in shares) | 0.33 | |||
Warrants exercise price (in dollars per share) | $ 11.5 | |||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities called by each Unit (in shares) | 1 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 1,308,813 | |||
Unit price (in dollars per share) | $ 10 | |||
Over-Allotment Option [Member] | Maximum [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 3,000,000 | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Percentage multiplier | 115% | |||
Warrant redemption price (in dollars per share) | $ 18 | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Public Warrant [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60% | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Public Warrant [Member] | ||||
Warrants [Abstract] | ||||
Trading day period to calculate volume weighted average trading price following notice of redemption | 20 days | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Public Warrant [Member] | Maximum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 9.2 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 12 Months Ended | ||
Mar. 10, 2021 | Mar. 08, 2021 | Dec. 31, 2022 | |
Private Placement Warrants [Abstract] | |||
Period for warrants to become exercisable | 30 days | ||
Over-Allotment Option [Member] | |||
Private Placement Warrants [Abstract] | |||
Share price (in dollars per share) | $ 10 | ||
Units issued (in shares) | 1,308,813 | ||
Private Placement Warrants [Member] | |||
Private Placement Warrants [Abstract] | |||
Period for warrants to become exercisable | 30 days | ||
Private Placement Warrants [Member] | Private Placement [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 4,933,333 | ||
Share price (in dollars per share) | $ 1.5 | ||
Gross proceeds from issuance of warrants | $ 7,400,000 | ||
Private Placement Warrants [Member] | Over-Allotment Option [Member] | |||
Private Placement Warrants [Abstract] | |||
Units issued (in shares) | 174,509 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | 12 Months Ended | ||||||
Apr. 19, 2021 shares | Mar. 10, 2021 shares | Feb. 23, 2021 USD ($) Director $ / shares shares | Jan. 12, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Oct. 28, 2022 USD ($) $ / shares shares | |
Founder Shares [Abstract] | |||||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 0 | $ 25,000 | |||||
Over-Allotment Option [Member] | |||||||
Founder Shares [Abstract] | |||||||
Units issued (in shares) | 1,308,813 | ||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||
Founder Shares [Abstract] | |||||||
Units issued (in shares) | 3,000,000 | ||||||
Class A Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Threshold trading days | 20 days | ||||||
Threshold consecutive trading days | 30 days | ||||||
Class A Ordinary Shares [Member] | Minimum [Member] | |||||||
Founder Shares [Abstract] | |||||||
Share price (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold period after initial Business Combination | 150 days | ||||||
Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Shares to be transferred to advisor (in shares) | 3,350,000 | ||||||
Shares to be transferred to advisor, value | $ | $ 16,386,643 | ||||||
Shares to be transferred to advisor (in dollars per share) | $ / shares | $ 4.89 | ||||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||||
Founder Shares [Abstract] | |||||||
Units issued (in shares) | 1,308,813 | ||||||
Number of shares forfeited (in shares) | 422,797 | ||||||
Sponsor [Member] | |||||||
Founder Shares [Abstract] | |||||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | ||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.004 | ||||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||||
Founder Shares [Abstract] | |||||||
Units issued (in shares) | 1,308,813 | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Class B ordinary shares issued to Sponsor (in shares) | 5,750,000 | ||||||
Stock conversion basis at time of business combination | 1 year | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||||
Founder Shares [Abstract] | |||||||
Number of shares subject to forfeiture (in shares) | 750,000 | ||||||
Number of shares forfeited (in shares) | 422,797 | ||||||
Directors [Member] | |||||||
Founder Shares [Abstract] | |||||||
Number of independent directors | Director | 3 | ||||||
Directors [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 300,490 | ||||||
Class B ordinary shares issued to Sponsor (in shares) | 60,000 | ||||||
Share-based compensation expense recognized | $ | $ 0 | ||||||
Share price (in dollars per share) | $ / shares | $ 5.01 | ||||||
Director One [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Class B ordinary shares issued to Sponsor (in shares) | 20,000 | ||||||
Director Two [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Class B ordinary shares issued to Sponsor (in shares) | 20,000 | ||||||
Director Three [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Class B ordinary shares issued to Sponsor (in shares) | 20,000 |
RELATED PARTY TRANSACTIONS, Due
RELATED PARTY TRANSACTIONS, Due From/To Related Parties (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Due to Related Parties [Abstract] | ||
Due from related party, net | $ 12,526 | $ 0 |
Due to related party | 0 | 222 |
Sponsor [Member] | Tax [Member] | ||
Due to Related Parties [Abstract] | ||
Due from related party, net | 12,526 | |
Due from related party | 12,973 | |
Sponsor [Member] | Operating Expenses [Member] | ||
Due to Related Parties [Abstract] | ||
Due to related party | $ 447 | $ 222 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Mar. 31, 2023 | Mar. 10, 2023 | Dec. 31, 2021 | Jan. 12, 2021 | |
Related Party Transactions [Abstract] | |||||
Receivable from Sponsor | $ 12,526 | $ 0 | |||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transactions [Abstract] | |||||
Maximum borrowing limit | $ 300,000 | ||||
Proceeds from sponsor | 60,094 | ||||
Receivable from Sponsor | $ 15,771 | ||||
Carbon Revolution [Member] | The Note [Member] | Subsequent Event [Member] | |||||
Related Party Transactions [Abstract] | |||||
Maximum borrowing limit | $ 1,500,000 | ||||
Amount borrowed under loan | $ 480,000 |
RELATED PARTY TRANSACTIONS, Wor
RELATED PARTY TRANSACTIONS, Working Capital Loans (Details) - Working Capital Loans [Member] - Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Conversion Price, Price per Share (in dollars per share) | $ / shares | $ 1.5 |
Borrowings outstanding | $ 0 |
Maximum [Member] | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 |
RELATED PARTY TRANSACTIONS, Adm
RELATED PARTY TRANSACTIONS, Administrative Service Fee (Details) - Sponsor [Member] - Administrative Support Agreement [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related party transaction | $ 10,000 | |
Related party expense | $ 120,000 | $ 100,000 |
FAIR VALUE MEASUREMENTS, Valuat
FAIR VALUE MEASUREMENTS, Valuation Techniques (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities [Abstract] | ||
Warrant liability | $ 376,312 | $ 7,364,314 |
Commitment Fee Shares Liability, Noncurrent | 147,469 | 0 |
Transfer out of Level 3 to Level 1 | (6,440,945) | 0 |
Recurring [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | 216,069,362 | 213,101,191 |
Total | 216,069,362 | 213,101,191 |
Liabilities [Abstract] | ||
Commitment Fee Shares Liability, Noncurrent | 147,469 | |
Total Liabilities | 523,781 | 7,364,314 |
Recurring [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 213,799 | 4,261,763 |
Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 162,513 | 3,102,551 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | 216,069,362 | 213,101,191 |
Total | 216,069,362 | 213,101,191 |
Liabilities [Abstract] | ||
Commitment Fee Shares Liability, Noncurrent | 0 | |
Total Liabilities | 213,799 | 4,261,763 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 213,799 | 4,261,763 |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | 0 | 0 |
Total | 0 | 0 |
Liabilities [Abstract] | ||
Commitment Fee Shares Liability, Noncurrent | 0 | |
Total Liabilities | 0 | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets [Abstract] | ||
Marketable securities held in Trust Account | 0 | 0 |
Total | 0 | 0 |
Liabilities [Abstract] | ||
Commitment Fee Shares Liability, Noncurrent | 147,469 | |
Total Liabilities | 309,982 | 3,102,551 |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 162,513 | $ 3,102,551 |
FAIR VALUE MEASUREMENTS, Inputs
FAIR VALUE MEASUREMENTS, Inputs for Warrant Liability (Details) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares |
Fair Value Measurements [Abstract] | ||
Expected term | 5 years | |
Expected Dividend Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ | 0 | |
Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Expected term | 5 years 2 months 4 days | 6 years 5 months 23 days |
Warrants [Member] | Expected Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.093 | 0.124 |
Warrants [Member] | Risk-free Interest Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0475 | 0.014 |
Warrants [Member] | Fair Value of the Ordinary Share Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10.09 | $ 9.69 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Change in Fair Value of Warrant Liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Transfer out of Level 3 to Level 1 | $ (6,440,945) | $ 0 | |
Derivative Warrant, Liabilities [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of beginning balance | 3,102,551 | $ 0 | |
Transfer out of Level 3 to Level 1 | (6,440,945) | ||
Revaluation of warrant liability included in other expense within the statement of operations | (2,940,038) | (6,598,253) | |
Fair value as of ending balance | $ 162,513 | $ 3,102,551 | 3,102,551 |
Derivative Warrant, Liabilities [Member] | Initial Public Offering [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Initial fair value of warrant liability upon issuance | 15,334,757 | ||
Derivative Warrant, Liabilities [Member] | Over-Allotment Option [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Initial fair value of warrant liability upon issuance | $ 806,992 |
FAIR VALUE MEASUREMENTS, Inpu_2
FAIR VALUE MEASUREMENTS, Inputs for Commitment Fee Shares Liability (Details) | Dec. 31, 2022 USD ($) $ / shares | Nov. 28, 2022 $ / shares | Dec. 31, 2021 USD ($) |
Fair Value Measurements [Abstract] | |||
Commitment fee shares liability | $ | $ 147,469 | $ 0 | |
Commitment Fee Shares Liability [Member] | |||
Fair Value Measurements [Abstract] | |||
Expected term | 2 months 12 days | 4 months 28 days | |
Commitment Fee Shares Liability [Member] | Risk-free Interest Rate [Member] | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 0.0434 | 0.0461 | |
Commitment Fee Shares Liability [Member] | Fair Value of the Ordinary Share Price [Member] | |||
Fair Value Measurements [Abstract] | |||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10.09 | $ 10.015 |
COMMITMENTS AND CONTINGENCIES,
COMMITMENTS AND CONTINGENCIES, Registration and Shareholders Rights (Details) | 12 Months Ended |
Dec. 31, 2022 Demand | |
Registration and Shareholders Rights [Abstract] | |
Period for warrants to become exercisable | 30 days |
Maximum [Member] | |
Registration and Shareholders Rights [Abstract] | |
Number of demands eligible security holder can make | 3 |
Period for warrants to become exercisable | 12 months |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) - USD ($) | 12 Months Ended | ||||
Nov. 15, 2022 | Mar. 10, 2021 | Mar. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Underwriting Agreement [Abstract] | |||||
Number of days to exercise over-allotment option | 45 days | ||||
Additional Units that can be purchased to cover over-allotments (in shares) | 3,000,000 | ||||
Underwriting discount | $ 4,000,000 | $ 4,261,764 | |||
Deferred underwriting discount | 7,000,000 | 7,458,085 | |||
Other income | $ 323,385 | 323,385 | $ 0 | ||
Additional paid-in capital | $ 7,134,700 | 5,336,153 | 0 | ||
Deferred underwriting fee payable | $ 0 | $ 7,458,085 | |||
Shares issued upon consummation of business combination (in shares) | 15,000 | ||||
Initial Public Offering [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Underwriting discount | $ 4,000,000 | ||||
Cash underwriting discount | 2% | ||||
Deferred underwriting discount | 3.50% | ||||
Deferred underwriting discount | $ 7,000,000 | ||||
Over-Allotment Option [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Underwriting discount | $ 261,764 | ||||
Deferred underwriting discount | $ 458,085 | ||||
Units issued (in shares) | 1,308,813 | ||||
Units unexercised and expired (in shares) | 1,691,187 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES, Service Provider Agreements (Details) | Dec. 31, 2022 USD ($) |
Service Provider Agreements [Abstract] | |
Contingent fee payable | $ 525,000 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) | 12 Months Ended | |||
Apr. 19, 2021 shares | Mar. 10, 2021 shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Shareholders' Deficit [Abstract] | ||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares issued (in shares) | 0 | 0 | ||
Preference shares, shares outstanding (in shares) | 0 | 0 | ||
Shares subject to possible redemption (in shares) | 21,308,813 | |||
As-converted percentage for Class A common stock after conversion of Class B shares | 20% | |||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |||
Over-Allotment Option [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Units issued (in shares) | 1,308,813 | |||
Over-Allotment Option [Member] | Maximum [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Units issued (in shares) | 3,000,000 | |||
Class A Ordinary Shares [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued (in shares) | 0 | 0 | ||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | ||
Shares subject to possible redemption (in shares) | 21,308,813 | 21,308,813 | ||
Class B Ordinary Shares [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued (in shares) | 5,327,203 | 5,327,203 | ||
Ordinary shares, shares outstanding (in shares) | 5,327,203 | 5,327,203 | ||
Number of votes per share | Vote | 1 | |||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Units issued (in shares) | 1,308,813 | |||
Number of shares forfeited (in shares) | 422,797 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Mar. 06, 2023 USD ($) Extension $ / shares shares | Mar. 31, 2023 USD ($) | Mar. 13, 2023 Extension | Mar. 10, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares |
Subsequent Event [Line Items] | ||||||
Balance in trust account | $ 216,069,362 | $ 213,101,191 | ||||
Class A Ordinary Shares [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Ordinary shares, redemption price (in dollars per share) | $ / shares | $ 10.14 | $ 10 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Monthly deposit into Trust Account | $ 160,000 | |||||
Maximum aggregate deposit into Trust Account | $ 1,440,000 | |||||
Maximum number of extensions | Extension | 9 | |||||
Balance in trust account | $ 64,457,034 | |||||
Amount transferred to trust account | $ 480,000 | |||||
Subsequent Event [Member] | Carbon Revolution [Member] | The Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Approved loan amount | $ 1,500,000 | |||||
Amount borrowed under loan | $ 480,000 | |||||
Number of extensions exercised | Extension | 3 | |||||
Subsequent Event [Member] | Class A Ordinary Shares [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Ordinary shares redeemed (in shares) | shares | 15,042,168 | |||||
Ordinary shares redeemed | $ 153,567,547 | |||||
Ordinary shares, redemption price (in dollars per share) | $ / shares | $ 10.21 |