Twin Ridge Capital Acquisition (TRCA) 10-Q 16 Aug 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 16, 2023
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
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	Redeemable 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

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Assets
Cash	$ 130,317	$ 1,032,620
Prepaid expenses	119,819	74,994
Due from related party, net	0	12,526
Total Current Assets	250,136	1,120,140
Marketable securities held in Trust Account	65,779,144	216,069,362
Total Assets	66,029,280	217,189,502
Current liabilities:
Total Current Liabilities	6,473,217	4,427,004
Warrant liability	684,143	376,312
Commitment fee shares liability	157,173	147,469
Total Liabilities	7,314,533	4,950,785
Commitments
Class A ordinary shares subject to possible redemption, 6,266,645 shares and 21,308,813 shares at redemption value of approximately $10.96 and $10.14 at June 30, 2023 and December 31, 2022, respectively	65,779,144	216,069,362
Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2023 and December 31, 2022, respectively	0	0
Additional paid-in capital	2,058,824	5,336,153
Accumulated deficit	(9,123,754)	(9,167,331)
Total Shareholders' Deficit	(7,064,397)	(3,830,645)
Total Liabilities and Shareholders' Deficit	66,029,280	217,189,502
Class A Ordinary Shares [Member]
Current liabilities:
Class A ordinary shares subject to possible redemption, 6,266,645 shares and 21,308,813 shares at redemption value of approximately $10.96 and $10.14 at June 30, 2023 and December 31, 2022, respectively	65,779,144	216,069,362
Shareholders' Deficit:
Ordinary shares	0	0
Class B Ordinary Shares [Member]
Shareholders' Deficit:
Ordinary shares	533	533
Nonrelated Party [Member]
Current liabilities:
Accounts payable	$ 5,832,055	$ 4,427,004
Related Party [Member]
Assets
Accounts Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]	Due from related party, net	Due from related party, net
Current liabilities:
Accounts payable	$ 1,162	$ 0
Promissory note - related party	$ 640,000	$ 0
Notes Payable, Current, Related Party, Type [Extensible Enumeration]	Promissory note - related party	Promissory note - related party

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Mar. 06, 2023	Dec. 31, 2022
Liabilities 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 and Shareholders' Deficit
Ordinary shares, redemption (in shares)	6,266,645		21,308,813
Ordinary shares, redemption value (in dollars per share)	$ 10.5	$ 10.21	$ 10.14
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

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Loss from Operations
Formation and operating costs	$ 795,409	$ 232,494	$ 2,276,267	$ 435,794
Loss from operations	(795,409)	(232,494)	(2,276,267)	(435,794)
Other income (expense):
Change in fair value of commitment fee shares	(6,894)	0	(9,704)	0
Change in fair value of warrant liabilities	187,896	1,967,243	(307,831)	6,133,100
Trust interest income	781,166	227,211	2,637,379	232,467
Total other income, net	962,168	2,194,454	2,319,844	6,365,567
Net income	$ 166,759	$ 1,961,960	$ 43,577	$ 5,929,773
Ordinary Shares Subject to Possible Redemption [Member]
Other income (expense):
Basic weighted average shares outstanding (in shares)	6,266,645	21,308,813	12,000,952	21,308,813
Diluted weighted average shares outstanding (in shares)	6,266,645	21,308,813	12,000,952	21,308,813
Basic net income per share (in dollars per share)	$ 0.01	$ 0.07	$ 0	$ 0.22
Diluted net income per share (in dollars per share)	$ 0.01	$ 0.07	$ 0	$ 0.22
Non-redeemable Ordinary Share [Member]
Other income (expense):
Basic weighted average shares outstanding (in shares)	5,327,203	5,327,203	5,327,203	5,327,203
Diluted weighted average shares outstanding (in shares)	5,327,203	5,327,203	5,327,203	5,327,203
Basic net income per share (in dollars per share)	$ 0.01	$ 0.07	$ 0	$ 0.22
Diluted net income per share (in dollars per share)	$ 0.01	$ 0.07	$ 0	$ 0.22

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED 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 Dec. 31, 2021	$ 0	$ 533	$ 0	$ (14,283,016)	$ (14,282,483)
Beginning balance (in shares) at Dec. 31, 2021	0	5,327,203
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A ordinary shares to redemption value	$ 0	$ 0	0	(5,256)	(5,256)
Net income (loss)	0	0	0	3,967,813	3,967,813
Ending balance at Mar. 31, 2022	$ 0	$ 533	0	(10,320,459)	(10,319,926)
Ending balance (in shares) at Mar. 31, 2022	0	5,327,203
Beginning balance at Dec. 31, 2021	$ 0	$ 533	0	(14,283,016)	(14,282,483)
Beginning balance (in shares) at Dec. 31, 2021	0	5,327,203
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A ordinary shares to redemption value					(232,467)
Net income (loss)					5,929,773
Ending balance at Jun. 30, 2022	$ 0	$ 533	0	(8,585,710)	(8,585,177)
Ending balance (in shares) at Jun. 30, 2022	0	5,327,203
Beginning balance at Mar. 31, 2022	$ 0	$ 533	0	(10,320,459)	(10,319,926)
Beginning balance (in shares) at Mar. 31, 2022	0	5,327,203
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A ordinary shares to redemption value	$ 0	$ 0	0	(227,211)	(227,211)
Net income (loss)	0	0	0	1,961,960	1,961,960
Ending balance at Jun. 30, 2022	$ 0	$ 533	0	(8,585,710)	(8,585,177)
Ending balance (in shares) at Jun. 30, 2022	0	5,327,203
Beginning balance at Dec. 31, 2022	$ 0	$ 533	5,336,153	(9,167,331)	(3,830,645)
Beginning balance (in shares) at Dec. 31, 2022	0	5,327,203
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A ordinary shares to redemption value	$ 0	$ 0	(2,336,163)	0	(2,336,163)
Net income (loss)	0	0	0	(123,182)	(123,182)
Ending balance at Mar. 31, 2023	$ 0	$ 533	2,999,990	(9,290,513)	(6,289,990)
Ending balance (in shares) at Mar. 31, 2023	0	5,327,203
Beginning balance at Dec. 31, 2022	$ 0	$ 533	5,336,153	(9,167,331)	(3,830,645)
Beginning balance (in shares) at Dec. 31, 2022	0	5,327,203
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A ordinary shares to redemption value					(3,277,329)
Net income (loss)					43,577
Ending balance at Jun. 30, 2023	$ 0	$ 533	2,058,824	(9,123,754)	(7,064,397)
Ending balance (in shares) at Jun. 30, 2023	0	5,327,203
Beginning balance at Mar. 31, 2023	$ 0	$ 533	2,999,990	(9,290,513)	(6,289,990)
Beginning balance (in shares) at Mar. 31, 2023	0	5,327,203
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A ordinary shares to redemption value	$ 0	$ 0	(941,166)	0	(941,166)
Net income (loss)	0	0	0	166,759	166,759
Ending balance at Jun. 30, 2023	$ 0	$ 533	$ 2,058,824	$ (9,123,754)	$ (7,064,397)
Ending balance (in shares) at Jun. 30, 2023	0	5,327,203

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income	$ 166,759	$ 1,961,960	$ 43,577	$ 5,929,773
Adjustments to reconcile net income to net cash used in operating activities:
Trust interest income	(781,166)	(227,211)	(2,637,379)	(232,467)
Change in fair value of warrant liabilities			307,831	(6,133,100)
Change in fair value of commitment fee shares	6,894	0	9,704	0
Changes in current assets and liabilities:
Prepaid expenses			(44,825)	105,467
Accounts payable			1,405,051	(128,645)
Due from related party			12,526	(1,209)
Due to related party			1,162	(222)
Net cash used in operating activities			(902,353)	(460,403)
Cash Flows from Investing Activities:
Principal deposited into Trust Account			(640,000)	0
Cash withdrawn from trust in connection with redemption			153,567,597	0
Net cash provided by investing activities			152,927,597	0
Cash Flows from Financing Activities:
Redemption of Class A Shares			(153,567,547)	0
Proceeds from issuance of promissory note to related party			640,000	0
Net cash used in financing activities			(152,927,547)	0
Net Change in Cash			(902,303)	(460,403)
Cash - Beginning			1,032,620	1,714,922
Cash - Ending	130,317	1,254,519	130,317	1,254,519
Non-Cash Investing and Financing Activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$ 941,166	$ 227,211	$ 3,277,329	$ 232,467

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2023
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 June 30, 2023, the Company had not commenced any operations. All activity for the period from January 7, 2021 (inception) through June 30, 2023 relates to the Company’s formation and our initial public offering (“IPO”) described below, and, since the closing of the IPO on March 8, 2021, 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 liabilities and other financial instruments as other income (expense). 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. 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, 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 (the “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 of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S 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 (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. 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” (“ASC 480”). 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 defined below and 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 128 274 653 listed on the Australian Securities Exchange (“Carbon Revolution”), Carbon Revolution Public Limited Company (formerly known as Poppetell Limited), a public 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 “Corporations Act”) subject to any alterations or conditions made or required by the Federal Court of Australia or such other court of competent jurisdiction under the Corporations Act agreed to in writing by the Company and Carbon Revolution under subsection 411(6) of the Corporations Act and agreed to in writing by Carbon Revolution, the Company and MergeCo (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 “Merger”), subject to, among other things, the approval of the Company’s shareholders. The transactions contemplated by the Business Combination Agreement and the Scheme Implementation Deed (the “Transactions”) will be consummated subject to the deliverables and provisions as further described in the Business Combination Agreement. Upon implementation of the Scheme, the Carbon Revolution non-executive directors will be appointed to MergeCo's board of directors (Jake Dingle is already on MergeCo's board of directors), as will four additional independent non-executive directors identified by Carbon Revolution's board of directors and the Company who will bring significant additional expertise to MergeCo's board of directors. The Company agreed not to exercise its right to appoint two additional directors under the Scheme Implementation Deed on the basis that offers were made to each of these additional independent non-executive directors and any two of these four additional independent non-executive directors agreed to join MergeCo's board of directors. Ronan Donohoe and Rolando Ebuna are expected to resign upon implementation of the Scheme. Related Agreements Letter Agreement On June 12, 2023, the Company, Carbon Revolution, MergeCo and Merger Sub entered into a letter agreement (the “ Letter Agreement Concurrently with the execution of the Business Combination Agreement and the Scheme Implementation Deed, the Sponsor, Twin Ridge Capital Sponsor Subsidiary Holdings LLC (“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 ordinary shares of MergeCo (“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 Extension Meeting On March 6, 2023, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”) to amend its amended and restated memorandum and articles of association to extend the date by which it has to consummate an initial Business Combination to September 8, 2023 (or March 8, 2024, if applicable under the Amended and Restated Articles of Association). Carbon Revolution or the Sponsor (or one or more of their affiliates, members or third-party designees) will deposit $160,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $1,440,000 (if all nine additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to Carbon Revolution. As of June 30, 2023, $640,000 has been deposited into the Trust Account. 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 Trust Account. As of June 30, 2023, there was $640,000 outstanding under the Promissory Note. Subsequent to the six-month period ended June 30, 2023 and as of the issuance date of these financial statements, the Company has drawn an additional $320,000 under the Promissory Note for two monthly extensions through September 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 U.S. Securities and Exchange Commission (the “SEC”) initially on February 27, 2023 (as may be further amended). The Demands seek additional disclosures to remedy these purported deficiencies. The Company believes that the allegations in the Demands are meritless. Going Concern and Liquidity As of June 30, 2023, the Company had approximately $130,000 in its operating bank account and working capital deficit of approximately $6.2 million. 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 September 8, 2023 (or March 8, 2024, if applicable under the Amended and Restated Articles of Association) to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by September 8, 2023 (or March 8, 2024, if applicable under the Amended and Restated Articles of Association). 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 September 8, 2023, or through twelve months from the issuance of these financial statements. Management has determined that the liquidity condition 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 September 8, 2023. Risks and Uncertainties 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 FDIC was appointed as its receiver. The Company did not hold any deposits with Silicon Valley Bank as of June 30, 2023 and December 31, 2022. On May 1, 2023, First Republic Bank was forced to close and JPMorgan Chase Bank assumed all of the deposits and assets of First Republic Bank. The Company held assets in First Republic Bank, however due to FDIC limits had little exposure to losses at June 30, 2023. The Company has not experienced any losses due to these bank failures.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2023 is not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K/A filed by the Company with the SEC on April 5, 2023 (the “Form 10-K/A”). 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 Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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 accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023, and December 31, 2022. Marketable Securities Held in Trust Account At June 30, 2023, the investment in the Trust Account was held in a demand deposit account. At December 31, 2022, 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 June 30, 2023 and December 31, 2022 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. See Note 6 for additional information on assets and liabilities measured at fair value. 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 Depository Insurance Coverage of $250,000. At June 30, 2023, and December 31, 2022, 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 June 30, 2023, and December 31, 2022, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Class A ordinary shares subject to possible redemption - December 31, 2021 $ 213,101,191 Plus: Accretion of carrying value to redemption value 2,968,171 Class A ordinary shares subject to possible redemption - December 31, 2022 216,069,362 Less: Redemption of Class A Ordinary Shares (153,567,547 ) Plus: Remeasurement of Class A ordinary shares to redemption value 3,277,329 Class A ordinary shares subject to possible redemption – June 30, 2023 $ 65,779,144 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 warrants are excerciseable to purchase 12,210,780 Class A ordinary shares in the aggregate. 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 Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 90,136 $ 76,623 $ 1,569,568 $ 392,392 Denominator: Weighted-average shares outstanding 6,266,645 5,327,203 21,308,813 5,327,203 Basic and diluted net income per share $ 0.01 $ 0.01 $ 0.07 $ 0.07 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 30,180 $ 13,397 $ 4,743,818 $ 1,185,955 Denominator: Weighted-average shares outstanding 12,000,952 5,327,203 21,308,813 5,327,203 Basic and diluted net income per share $ 0.00 $ 0.00 $ 0.22 $ 0.22 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 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 our warrants included in the units issued in our initial public offering, each whole warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 per share (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 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 Class A 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 condensed statement of operations. The initial fair value of the Private Placement Warrants 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 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 CEF, 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 commitment fee shares liability was estimated using a discounted cash flow model (see Note 6). Income Taxes The Company accounts for income taxes under FASB ASC Topic 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 June 30, 2023, and December 31, 2022. 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 June 30, 2023, and December 31, 2022, 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 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. In June 2016, the FASB issued ASU 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its 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 unaudited condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2023
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 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. Following the Extension Meeting, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. The funds in the Trust Account will be maintained in cash in an interest-bearing deposit account until the earlier of the Company’s initial Business Combination or its liquidation. 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 trading days within a -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 $ 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	6 Months Ended
	Jun. 30, 2023
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 were 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	6 Months Ended
	Jun. 30, 2023
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. Up to 750,000 of the 5,327,203 Class B ordinary shares issued and outstanding (the “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 Founder 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 Founder Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence. As of June 30, 2023, 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 the Founder 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 initial 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 Founder 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 fair value of the 3,350,000 shares to be transferred upon the consummation of the Company’s initial Business Combination is $16,386,643 or $4.89 per share. As of November 18, 2022, such shares were held by TRCA Subsidiary, an entity that is controlled by the Sponsor, and would revert to the Sponsor if the Business Combination with Carbon Revolution is not completed. Due (to)/from Related Parties The balance of ($1,162) as of June 30, 2023 represents operating expenses paid by an officer of the Company and the balance of Promissory Note — Related Party On March 10, 2023, the Company issued 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 June 30, 2023, there was $640,000 outstanding under the Promissory Note. Subsequent to the six-month period ended June 30, 2023 and as of the issuance date of these financial statements, the Company has drawn an additional $320,000 under the Promissory Note for two monthly extensions through September 8, 2023. 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 June 30, 2023, and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date that the Company’s securities are first listed on the New York Stock Exchange, 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. For each of the three and six months ended June 30, 2023 and June 30, 2022, respectively,

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2023
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 June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, 2023 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 $ 65,779,144 $ 65,779,144 $ — $ — $ 65,779,144 $ 65,779,144 $ — $ — Liabilities: Warrant Liability –Public Warrants $ 388,530 $ — $ 388,530 $ — Warrant Liability – Private Placement Warrants 295,613 — — 295,613 Commitment fee shares liability 157,173 — — 157,173 $ 841,416 $ — $ 388,530 $ 452,786 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 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. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and six months ended June 30, 2023 or the year ended December 31, 2022. 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 June 30, 2023 are classified as Level 2 due to the use of an observable marked quote in an inactive market. The subsequent measurement of the Public Warrants at December 31, 2022 are classified as Level 1 due to the use of an observable market quote in an active market. As of June 30, 2023 and December 31, 2022, the aggregate value of Public Warrants was $388,530 and $213,799, respectively. The estimated fair value of the Private Placement Warrants on June 30, 2023 and December 31, 2022 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 methodology of the expected term is a weighted average based on the likelihood of a successful Business Combination. The key inputs into the Monte Carlo simulation model for the warrant liability were as follows: Input June 30, 2023 December 31, 2022 Expected term (years) (1) 1.04 5.18 Expected volatility 2.8 % 9.30 % Risk-free interest rate 5.38 % 4.75 % Fair value of the ordinary share price $ 10.70 $ 10.09 (1) Decrease from December 31, 2022 to June 30, 2023, is due to the expected term of the Business Combination on a weighted probability on a successful Business Combination. The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the three and six months ended June 30, 2023 and 2022: June 30, 2023 Fair value as of January 1, 2023 $ 162,513 Revaluation of warrant liability included in other income within the statements of operations 211,610 Fair value as of March 31, 2023 374,123 Revaluation of warrant liability included in other income within the statements of operations (78,510 ) Fair value as of June 30, 2023 $ 295,613 June 30, 2022 Fair value as of January 1, 2022 $ 3,102,551 Revaluation of warrant liability included in other income within the statements of operations (1,757,961 ) Fair value as of March 31, 2022 1,344,590 Revaluation of warrant liability included in other income within the statements of operations (823,670 ) Fair value as of June 30, 2022 $ 520,920 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 fee 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 June 30, 2023 Expected term (years) 0.41 0.20 0.39 Risk-free interest rate 4.61 % 4.34 % 5.45 % Fair value of the ordinary share price $ 10.02 $ 10.090 $ 10.70 As of June 30, 2023 and December 31, 2022, the fair value of the commitment fee shares liability was $157,173 and $147,469, respectively, and is reflected on the Company’s balance sheets with the corresponding expense charged to other income (expense).

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
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 condensed financial statements. As of June 30, 2023 and December 31, 2022, the deferred underwriting fee payable is $0. Commitment Fee Shares In connection with the CEF, 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 fees are $525,000 and is included in accounts payable on the in the Company’s balance sheets as of June 30, 2023 and December 31, 2022, respectively.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	6 Months Ended
	Jun. 30, 2023
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 June 30, 2023 and December 31, 2022, 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 June 30, 2023 and December 31, 2022, there were none 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 June 30, 2023 and December 31, 2022, 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	6 Months Ended
	Jun. 30, 2023
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 unaudited condensed financial statements were issued. Based upon this review, other than as disclosed below or in these unaudited condensed financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On June 30, 2023, the extension committee appointed by the Board (the “Extension Committee”) approved an extension of the period of time for the Company to consummate a Business Combination (the “Extension Period”) to August 8, 2023 and subsequently drew an additional $160,000 pursuant to the Promissory Note, which was deposited into the Trust Account. On August 7, 2023, the Extension Committee approved an extension of the Extension Period to September 8, 2023 and subsequently drew an additional $160,000 pursuant to the Promissory Note, which was deposited into the Trust Account. As of August 8, 2023, there was $960,000 outstanding under the Promissory Note.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2023 is not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K/A filed by the Company with the SEC on April 5, 2023 (the “Form 10-K/A”).
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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 accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023, and December 31, 2022.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2023, the investment in the Trust Account was held in a demand deposit account. At December 31, 2022, 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 June 30, 2023 and December 31, 2022 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. See Note 6 for additional information on assets and liabilities measured at fair value.
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 Depository Insurance Coverage of $250,000. At June 30, 2023, and December 31, 2022, 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 June 30, 2023, and December 31, 2022, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Class A ordinary shares subject to possible redemption - December 31, 2021 $ 213,101,191 Plus: Accretion of carrying value to redemption value 2,968,171 Class A ordinary shares subject to possible redemption - December 31, 2022 216,069,362 Less: Redemption of Class A Ordinary Shares (153,567,547 ) Plus: Remeasurement of Class A ordinary shares to redemption value 3,277,329 Class A ordinary shares subject to possible redemption – June 30, 2023 $ 65,779,144
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 warrants are excerciseable to purchase 12,210,780 Class A ordinary shares in the aggregate. 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 Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 90,136 $ 76,623 $ 1,569,568 $ 392,392 Denominator: Weighted-average shares outstanding 6,266,645 5,327,203 21,308,813 5,327,203 Basic and diluted net income per share $ 0.01 $ 0.01 $ 0.07 $ 0.07 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 30,180 $ 13,397 $ 4,743,818 $ 1,185,955 Denominator: Weighted-average shares outstanding 12,000,952 5,327,203 21,308,813 5,327,203 Basic and diluted net income per share $ 0.00 $ 0.00 $ 0.22 $ 0.22
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 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 our warrants included in the units issued in our initial public offering, each whole warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 per share (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 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 Class A 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 condensed statement of operations. The initial fair value of the Private Placement Warrants 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 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 CEF, 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 commitment fee shares liability was estimated using a discounted cash flow model (see Note 6).
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC Topic 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 June 30, 2023, and December 31, 2022. 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 June 30, 2023, and December 31, 2022, 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 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. In June 2016, the FASB issued ASU 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its 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 unaudited condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Reconciliation of Common Stock Subject to Possible Redemption	As of June 30, 2023, and December 31, 2022, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Class A ordinary shares subject to possible redemption - December 31, 2021 $ 213,101,191 Plus: Accretion of carrying value to redemption value 2,968,171 Class A ordinary shares subject to possible redemption - December 31, 2022 216,069,362 Less: Redemption of Class A Ordinary Shares (153,567,547 ) Plus: Remeasurement of Class A ordinary shares to redemption value 3,277,329 Class A ordinary shares subject to possible redemption – June 30, 2023 $ 65,779,144
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 Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 90,136 $ 76,623 $ 1,569,568 $ 392,392 Denominator: Weighted-average shares outstanding 6,266,645 5,327,203 21,308,813 5,327,203 Basic and diluted net income per share $ 0.01 $ 0.01 $ 0.07 $ 0.07 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 30,180 $ 13,397 $ 4,743,818 $ 1,185,955 Denominator: Weighted-average shares outstanding 12,000,952 5,327,203 21,308,813 5,327,203 Basic and diluted net income per share $ 0.00 $ 0.00 $ 0.22 $ 0.22

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2023
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 June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, 2023 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 $ 65,779,144 $ 65,779,144 $ — $ — $ 65,779,144 $ 65,779,144 $ — $ — Liabilities: Warrant Liability –Public Warrants $ 388,530 $ — $ 388,530 $ — Warrant Liability – Private Placement Warrants 295,613 — — 295,613 Commitment fee shares liability 157,173 — — 157,173 $ 841,416 $ — $ 388,530 $ 452,786 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
Fair Value Measurement Inputs	The key inputs into the Monte Carlo simulation model for the warrant liability were as follows: Input June 30, 2023 December 31, 2022 Expected term (years) (1) 1.04 5.18 Expected volatility 2.8 % 9.30 % Risk-free interest rate 5.38 % 4.75 % Fair value of the ordinary share price $ 10.70 $ 10.09 (1) Decrease from December 31, 2022 to June 30, 2023, is due to the expected term of the Business Combination on a weighted probability on a successful Business Combination. 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 June 30, 2023 Expected term (years) 0.41 0.20 0.39 Risk-free interest rate 4.61 % 4.34 % 5.45 % Fair value of the ordinary share price $ 10.02 $ 10.090 $ 10.70
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 three and six months ended June 30, 2023 and 2022: June 30, 2023 Fair value as of January 1, 2023 $ 162,513 Revaluation of warrant liability included in other income within the statements of operations 211,610 Fair value as of March 31, 2023 374,123 Revaluation of warrant liability included in other income within the statements of operations (78,510 ) Fair value as of June 30, 2023 $ 295,613 June 30, 2022 Fair value as of January 1, 2022 $ 3,102,551 Revaluation of warrant liability included in other income within the statements of operations (1,757,961 ) Fair value as of March 31, 2022 1,344,590 Revaluation of warrant liability included in other income within the statements of operations (823,670 ) Fair value as of June 30, 2022 $ 520,920

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATIONS, Summary (Details)				6 Months Ended
	Mar. 06, 2023 USD ($) Extension $ / shares shares	Mar. 10, 2021 USD ($) shares	Mar. 08, 2021 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) Extension Business $ / shares shares	Jun. 30, 2022 USD ($)	Sep. 08, 2023 USD ($)	Aug. 08, 2023 USD ($)	Mar. 10, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares
Organization and Business Operations [Abstract]
Transaction costs			$ 11,551,318
Underwriting discount			4,000,000
Deferred underwriting discount			7,000,000
Other costs			551,318
Net proceeds from Initial Public Offering and Private Placement			$ 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
Monthly deposit into Trust Account	$ 160,000			$ 640,000
Maximum aggregate deposit into Trust Account	$ 1,440,000
Maximum number of extensions | Extension	9
Amount transferred to trust account	$ 480,000			640,000	$ 0
Balance in trust account	$ 64,457,034			65,779,144					$ 216,069,362
Subsequent Event [Member]
Organization and Business Operations [Abstract]
Monthly deposit into Trust Account						$ 960,000
Promissory Note Carbon Revolution [Member]
Organization and Business Operations [Abstract]
Amount borrowed under loan				$ 640,000
Number of extensions exercised | Extension				2
Sponsor [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
Carbon Revolution [Member]
Organization and Business Operations [Abstract]
Amount borrowed under loan				$ 320,000
Number of extensions exercised | Extension				2
Carbon Revolution [Member] | Promissory Note Carbon Revolution [Member]
Organization and Business Operations [Abstract]
Approved loan amount								$ 1,500,000
Amount borrowed under loan								$ 640,000
Carbon Revolution [Member] | Promissory Note Carbon Revolution [Member] | Subsequent Event [Member]
Organization and Business Operations [Abstract]
Amount borrowed under loan							$ 960,000
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
Class A Ordinary Shares [Member]
Organization and Business Operations [Abstract]
Ordinary shares redeemed (in shares) | shares	15,042,168
Ordinary shares redeemed	$ 153,567,547			$ 153,567,547
Ordinary shares, redemption price (in dollars per share) | $ / shares	$ 10.21			$ 10.5					$ 10.14
Initial Public Offering [Member]
Organization and Business Operations [Abstract]
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] | 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] | Class A Ordinary Shares [Member]
Organization and Business Operations [Abstract]
Transaction costs				$ 12,271,167
Underwriting discount				4,261,764
Deferred underwriting discount				7,458,085
Other costs				$ 551,318
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
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] | 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%
Pricing period used to determine percentage used for purchase price of advance for option 1				1 day
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 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 ($)	Jun. 30, 2023	Dec. 31, 2022
Going Concern and Liquidity [Abstract]
Cash	$ 130,317	$ 1,032,620
Working capital (deficit)	$ (6,200,000)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Ordinary Shares Subject to Possible Redemption (Details) - USD ($)		6 Months Ended	12 Months Ended
	Mar. 06, 2023	Jun. 30, 2023	Dec. 31, 2022
Ordinary Shares Subject to Possible Redemption [Abstract]
Shares subject to possible redemption (in shares)		21,308,813
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption, beginning balance		$ 216,069,362
Class A ordinary shares subject to possible redemption, ending balance		$ 65,779,144	$ 216,069,362
Class A Ordinary Shares [Member]
Ordinary Shares Subject to Possible Redemption [Abstract]
Shares subject to possible redemption (in shares)		6,266,645	21,308,813
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption, beginning balance		$ 216,069,362
Accretion of carrying value to redemption value			$ 2,968,171
Redemption of Class A Ordinary Shares	$ (153,567,547)	(153,567,547)
Remeasurement of Class A ordinary shares to redemption value		3,277,329
Class A ordinary shares subject to possible redemption, ending balance		$ 65,779,144	216,069,362
Initial Public Offering [Member]
Reconciliation of Common Stock Subject to Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption, beginning balance			$ 213,101,191

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income Per Ordinary Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A [Member]
Net Income per Ordinary Share [Abstract]
Warrants exercisable (in shares)	12,210,780		12,210,780
Numerator [Abstract]
Allocation of net income	$ 90,136	$ 1,569,568	$ 30,180	$ 4,743,818
Denominator Abstract]
Basic weighted average shares outstanding (in shares)	6,266,645	21,308,813	12,000,952	21,308,813
Diluted weighted average shares outstanding (in shares)	6,266,645	21,308,813	12,000,952	21,308,813
Basic net income per share (in dollars per share)	$ 0.01	$ 0.07	$ 0	$ 0.22
Diluted net income per share (in dollars per share)	$ 0.01	$ 0.07	$ 0	$ 0.22
Class B [Member]
Numerator [Abstract]
Allocation of net income	$ 76,623	$ 392,392	$ 13,397	$ 1,185,955
Denominator Abstract]
Basic weighted average shares outstanding (in shares)	5,327,203	5,327,203	5,327,203	5,327,203
Diluted weighted average shares outstanding (in shares)	5,327,203	5,327,203	5,327,203	5,327,203
Basic net income per share (in dollars per share)	$ 0.01	$ 0.07	$ 0	$ 0.22
Diluted net income per share (in dollars per share)	$ 0.01	$ 0.07	$ 0	$ 0.22

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($)			6 Months Ended
	Nov. 15, 2022	Mar. 08, 2021	Jun. 30, 2023
Offering Costs [Abstract]
Offering costs		$ 11,551,318
Underwriting fees		4,000,000
Deferred underwriting fees		7,000,000
Other Offering Costs		551,318
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs	$ 323,385		$ 323,385
Derecognition of offering costs recorded to additional paid-in capital			$ 7,134,700
Class A Ordinary Shares [Member] | Public Warrant [Member]
Offering Costs [Abstract]
Number of securities called by each warrant (in shares)			1
Warrants exercise price (in dollars per share)			$ 11.5
Initial Public Offering [Member]
Offering Costs [Abstract]
Underwriting fees		4,000,000
Deferred underwriting fees		7,000,000
Offering costs allocated to issuance of warrants		$ 539,844
Initial Public Offering [Member] | Public Warrant [Member]
Offering Costs [Abstract]
Warrants exercise price (in dollars per share)		$ 11.5
Initial Public Offering [Member] | Class A Ordinary Shares [Member]
Offering Costs [Abstract]
Offering costs			$ 12,271,167
Underwriting fees			4,261,764
Deferred underwriting fees			7,458,085
Other Offering Costs			$ 551,318
Offering costs included in Equity		$ 11,731,323
Number of securities called by each warrant (in shares)		1
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | Public Warrant [Member]
Offering Costs [Abstract]
Warrants exercise price (in dollars per share)		$ 11.5

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	$ 0	$ 0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)			6 Months Ended
	Mar. 10, 2021	Mar. 08, 2021	Jun. 30, 2023
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
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
Warrants outstanding (in shares)	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
Number of shares issued upon exercise of warrant (in shares)		1
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | Public Warrant [Member]
Initial Public Offering [Abstract]
Warrants exercise price (in dollars per share)		$ 11.5
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	1,308,813
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 ($)			6 Months Ended
	Mar. 10, 2021	Mar. 08, 2021	Jun. 30, 2023
Private Placement Warrants [Abstract]
Period for warrants to become exercisable			30 days
Private Placement Warrant [Member]
Private Placement Warrants [Abstract]
Period for warrants to become exercisable			30 days
Private Placement [Member] | Private Placement Warrant [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
Over-Allotment Option [Member]
Private Placement Warrants [Abstract]
Units issued (in shares)	1,308,813
Over-Allotment Option [Member] | Private Placement Warrant [Member]
Private Placement Warrants [Abstract]
Units issued (in shares)	174,509

RELATED PARTY TRANSACTIONS, Fou

RELATED PARTY TRANSACTIONS, Founder Shares (Details)					6 Months Ended
	Apr. 19, 2021 shares	Mar. 10, 2021 shares	Feb. 23, 2021 USD ($) Director $ / shares shares	Jan. 12, 2021 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 $ / shares shares	Oct. 28, 2022 USD ($) $ / shares shares
Over-Allotment Option [Member]
Founder Shares [Abstract]
Units issued (in shares)		1,308,813
Class A Ordinary Shares [Member]
Founder Shares [Abstract]
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
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
Ordinary shares, shares issued (in shares)					5,327,203	5,327,203
Ordinary shares, shares outstanding (in shares)					5,327,203	5,327,203
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]
Class B ordinary shares issued to Sponsor (in shares)				5,750,000
Ordinary shares, shares issued (in shares)				5,327,203
Ordinary shares, shares outstanding (in shares)				5,327,203
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
Director [Member]
Founder Shares [Abstract]
Number of independent directors | Director			3
Director [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 price (in dollars per share) | $ / shares			$ 5.01
Share-based compensation expense recognized | $					$ 0
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 (to)/from Related Parties (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Due (to)/from Related Parties [Abstract]
Due from related party, net	$ 0	$ 12,526
Sponsor [Member]
Due (to)/from Related Parties [Abstract]
Due from related party, net		$ 12,526
Sponsor [Member] | Tax [Member]
Due (to)/from Related Parties [Abstract]
Related party transaction	12,973
Sponsor [Member] | Operating Expenses [Member]
Due (to)/from Related Parties [Abstract]
Related party transaction	447
Officer [Member] | Operating Expenses [Member]
Due (to)/from Related Parties [Abstract]
Due to related party, net	$ 1,162

RELATED PARTY TRANSACTIONS, Pro

RELATED PARTY TRANSACTIONS, Promissory Note (Details)	Jun. 30, 2023 USD ($) Extension	Mar. 10, 2023 USD ($)
Promissory Note Carbon Revolution [Member]
Related Party Transactions [Abstract]
Amount borrowed under loan	$ 640,000
Number of extensions exercised | Extension	2
Carbon Revolution [Member]
Related Party Transactions [Abstract]
Amount borrowed under loan	$ 320,000
Number of extensions exercised | Extension	2
Carbon Revolution [Member] | Promissory Note Carbon Revolution [Member]
Related Party Transactions [Abstract]
Amount borrowed under loan		$ 640,000

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] - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Related Party Transaction, Due from (to) Related Party [Abstract]
Loans that can be converted into Warrants at lenders' discretion	$ 1,500,000
Conversion Price, Price per Share (in dollars per share)	$ 1.5
Borrowings outstanding	$ 0	$ 0

RELATED PARTY TRANSACTIONS, Adm

RELATED PARTY TRANSACTIONS, Administrative Service Fee (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transactions [Abstract]
Related party expense	$ 795,409	$ 232,494	$ 2,276,267	$ 435,794
Sponsor [Member] | Administrative Support Agreement [Member]
Related Party Transactions [Abstract]
Related party transaction			10,000
Related party expense	$ 30,000	$ 30,000	$ 60,000	$ 60,000

FAIR VALUE MEASUREMENTS, Valuat

FAIR VALUE MEASUREMENTS, Valuation Techniques (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Liabilities [Abstract]
Warrant liability	$ 684,143	$ 684,143	$ 376,312
Commitment fee shares liability	157,173	157,173	147,469
Transfer into Level 3	0	0	0
Transfer out of Level 3	0	0	0
Recurring [Member]
Assets [Abstract]
Marketable securities held in Trust Account	65,779,144	65,779,144	216,069,362
Total	65,779,144	65,779,144	216,069,362
Liabilities [Abstract]
Commitment fee shares liability	157,173	157,173	147,469
Total Liabilities	841,416	841,416	523,781
Recurring [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	388,530	388,530	213,799
Recurring [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	295,613	295,613	162,513
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Assets [Abstract]
Marketable securities held in Trust Account	65,779,144	65,779,144	216,069,362
Total	65,779,144	65,779,144	216,069,362
Liabilities [Abstract]
Commitment fee shares liability	0	0	0
Total Liabilities	0	0	213,799
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	0	0	213,799
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	0	0	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets [Abstract]
Marketable securities held in Trust Account	0	0	0
Total	0	0	0
Liabilities [Abstract]
Commitment fee shares liability	0	0	0
Total Liabilities	388,530	388,530	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	388,530	388,530	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	0	0	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Assets [Abstract]
Marketable securities held in Trust Account	0	0	0
Total	0	0	0
Liabilities [Abstract]
Commitment fee shares liability	157,173	157,173	147,469
Total Liabilities	452,786	452,786	309,982
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	0	0	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	$ 295,613	$ 295,613	$ 162,513

FAIR VALUE MEASUREMENTS, Inputs

FAIR VALUE MEASUREMENTS, Inputs for Warrant Liability (Details)		Jun. 30, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares
Fair Value Measurements [Abstract]
Expected term		5 years
Expected Dividend Rate [Member]
Fair Value Measurements [Abstract]
Measurement input | $		0	0
Warrants [Member]
Fair Value Measurements [Abstract]
Expected term	[1]	1 year 14 days	5 years 2 months 4 days
Warrants [Member] | Expected Volatility [Member]
Fair Value Measurements [Abstract]
Measurement input		0.028	0.093
Warrants [Member] | Risk-free Interest Rate [Member]
Fair Value Measurements [Abstract]
Measurement input		0.0538	0.0475
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		$ 10.7	$ 10.09
[1]Decrease from December 31, 2022 to June 30, 2023, is due to the expected term of the Business Combination on a weighted probability on a successful Business Combination.

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Change in Fair Value of Warrant Liabilities (Details) - Derivative Warrant, Liabilities [Member] - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of beginning balance	$ 374,123	$ 162,513	$ 1,344,590	$ 3,102,551
Revaluation of warrant liability included in other income within the statements of operations	(78,510)	211,610	(823,670)	(1,757,961)
Fair value as of ending balance	$ 295,613	$ 374,123	$ 520,920	$ 1,344,590

FAIR VALUE MEASUREMENTS, Inpu_2

FAIR VALUE MEASUREMENTS, Inputs for Commitment Fee Shares Liability (Details)	Jun. 30, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Nov. 28, 2022 $ / shares
Fair Value Measurements [Abstract]
Commitment fee shares liability | $	$ 157,173	$ 147,469
Commitment Fee Shares Liability [Member]
Fair Value Measurements [Abstract]
Expected term	4 months 20 days	2 months 12 days	4 months 28 days
Commitment Fee Shares Liability [Member] | Risk-free Interest Rate [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0545	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	$ 10.7	$ 10.09	$ 10.02

COMMITMENTS AND CONTINGENCIES,

COMMITMENTS AND CONTINGENCIES, Registration and Shareholders Rights (Details)	6 Months Ended
	Jun. 30, 2023 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 ($)				6 Months Ended
	Nov. 15, 2022	Mar. 10, 2021	Mar. 08, 2021	Jun. 30, 2023	Dec. 31, 2022
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
Deferred underwriting discount			7,000,000
Other income	$ 323,385			$ 323,385
Additional paid-in capital	$ 7,134,700			2,058,824	$ 5,336,153
Deferred underwriting fee payable				$ 0	$ 0
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) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Service Provider Agreements [Abstract]
Contingent fee payable	$ 525,000	$ 525,000

SHAREHOLDERS' DEFICIT (Details)

SHAREHOLDERS' DEFICIT (Details)			6 Months Ended
	Apr. 19, 2021 shares	Mar. 10, 2021 shares	Jun. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / 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)			6,266,645	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) - USD ($)	Aug. 08, 2023	Jun. 30, 2023	Mar. 10, 2023
Promissory Note Carbon Revolution [Member]
Related Party Transactions [Abstract]
Amount borrowed under loan		$ 640,000
Carbon Revolution [Member]
Related Party Transactions [Abstract]
Amount borrowed under loan		$ 320,000
Carbon Revolution [Member] | Promissory Note Carbon Revolution [Member]
Related Party Transactions [Abstract]
Amount borrowed under loan			$ 640,000
Carbon Revolution [Member] | Promissory Note Carbon Revolution [Member] | Subsequent Event [Member]
Related Party Transactions [Abstract]
Additional authorized amount to withdraw	$ 160,000
Amount borrowed under loan	$ 960,000