Altimar Acquisition Corp. III (ATAQF) 10-K 30 Mar 23 2022 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 30, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40149
Entity Registrant Name	ALTIMAR ACQUISITION CORP. III
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1576586
Entity Address, Address Line One	40 West 57th Street
Entity Address, Address Line Two	33rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	287-6767
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float			$ 152
Entity Central Index Key	0001841004
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Units Each Consisting Of One Share Of Class Common Stock And One Third Of One Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant
Trading Symbol	ATAQ.U
Security Exchange Name	NYSE
Class A ordinary share
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, $0.0001 par value
Trading Symbol	ATAQ
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		4,019,039
Redeemable warrants, each whole warrant exercisable
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	ATAQ WS
Security Exchange Name	NYSE
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,881,250

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2022
Auditor Information [Abstract]
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York, New York
Auditor Firm ID	100

BALANCE SHEET

BALANCE SHEET - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 578,811	$ 1,147,287
Prepaid expenses	93,483	660,875
Total current assets	672,294	1,808,162
Investments held in the Trust Account	157,023,966	155,258,024
TOTAL ASSETS	157,696,260	157,066,186
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities—accrued expenses	221,303	172,908
Due to affiliates	33,917	0
Warrant liability	71,482	9,871,069
Deferred underwriting fee payable	5,433,750	5,433,750
Total liabilities	5,760,452	15,477,727
Commitments and Contingencies
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(4,988,546)	(13,661,929)
Total shareholders’ deficit	(4,988,158)	(13,661,541)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	157,696,260	157,066,186
Class A common stock
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Class A Ordinary Shares subject to possible redemption	156,923,966	155,250,000
Shareholders’ Deficit
Common stock	0	0
Class B common stock
Shareholders’ Deficit
Common stock	$ 388	$ 388

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A common stock
Temporary equity, par value (in usd per share)	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding (in shares)	15,525,000	15,525,000
Temporary equity, shares issued (in shares)	15,525,000	15,525,000
Temporary equity, redemption value per share (in usd per share)	$ 10.11	$ 10
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class B common stock
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	3,881,250	3,881,250
Common stock, shares outstanding (in shares)	3,881,250	3,881,250

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating and formation costs	$ 1,222,757	$ 945,070
Loss from operations	(1,222,757)	(945,070)
Other income (expense)
Interest earned on investments held in the Trust Account	1,765,942	8,024
Transaction costs allocated to the Warrants	0	(208,936)
Change in fair value of warrant liability	9,799,587	(452,317)
Interest earned on cash account	4,577	0
Other income (expense), net	11,570,106	(653,229)
Net income/(loss)	$ 10,347,349	$ (1,598,299)
Redeemable Class A Ordinary Shares
Other income (expense)
Basic weighted average shares outstanding (in shares)	15,525,000	13,075,986
Diluted weighted average shares outstanding (in shares)	15,525,000	13,075,986
Basic net income (loss) per share (in dollars per share)		$ (0.09)
Diluted net income (loss) per share (in dollars per share)		$ (0.09)
Non Redeemable Class B Ordinary Shares
Other income (expense)
Basic weighted average shares outstanding (in shares)	3,881,250	3,801,391
Diluted weighted average shares outstanding (in shares)	3,881,250	3,801,391
Basic net income (loss) per share (in dollars per share)		$ (0.09)
Diluted net income (loss) per share (in dollars per share)		$ (0.09)

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Total	Additional Paid-In Capital	Accumulated Deficit	Class A common stock Common Stock	Class B common stock Common Stock
Balance at the beginning (in shares) at Jan. 10, 2021				0	0
Balance at the beginning at Jan. 10, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of the Class B ordinary Shares to the Sponsor (in shares)					3,881,250
Issuance of Class B ordinary shares to the Sponsor	25,000	24,612			$ 388
Remeasurement of Class A ordinary shares subject to possible redemption	(12,088,242)	(24,612)	(12,063,630)
Net income	(1,598,299)		(1,598,299)
Balance at the end (in shares) at Dec. 31, 2021				0	3,881,250
Balance at the end at Dec. 31, 2021	(13,661,541)	0	(13,661,929)	$ 0	$ 388
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A ordinary shares subject to possible redemption	(1,673,966)		(1,673,966)
Net income	10,347,349		10,347,349
Balance at the end (in shares) at Dec. 31, 2022				0	3,881,250
Balance at the end at Dec. 31, 2022	$ (4,988,158)	$ 0	$ (4,988,546)	$ 0	$ 388

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net income (loss)	$ 10,347,349	$ (1,598,299)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Formation cost paid by the Sponsor in exchange for issuance of the Founder Shares	0	5,000
Interest income on investments held in the Trust Account	(1,765,942)	(8,024)
Transaction costs allocated to the Warrants	0	208,936
Change in fair value of warrant liability	(9,799,587)	452,317
Changes in operating assets and liabilities
Prepaid expenses	567,392	(660,875)
Accrued expenses	48,395	172,908
Due to affiliates	33,917	0
Net cash used in operating activities	(568,476)	(1,428,037)
Cash flows from investing activities
Investment of cash in the Trust Account	0	(155,250,000)
Net cash used in investing activities	0	(155,250,000)
Cash flows from financing activities
Proceeds from sale of the Units, net of underwriting discounts paid	0	152,145,000
Proceeds from sale of the Private Placement Warrants	0	6,105,000
Repayment of the Promissory Note—related party	0	(43,101)
Payment of offering costs	0	(381,575)
Net cash provided by financing activities	0	157,825,324
Net change in cash	(568,476)	1,147,287
Cash—beginning of period	1,147,287	0
Cash—end of period	578,811	1,147,287
Non-cash investing and financing activities
Offering costs paid by the Sponsor in exchange for issuance of the Founder Shares	0	20,000
Offering costs paid through the Promissory Note	0	43,101
Deferred underwriting fee payable	$ 0	$ 5,433,750

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Altimar Acquisition Corp. III (the “ Company ”) is a blank check company incorporated as a Cayman Islands exempted company on January 11, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “ Business Combination ”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from January 11, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the Company’s initial public offering (the “ Initial Public Offering ”) which is described below and, subsequent to the completion of the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Registration Statement on Form S-1 (File No. 333-252570) (the “ Registration Statement ”) for the Initial Public Offering was declared effective on March 3, 2021. On March 8, 2021, the Company consummated the Initial Public Offering of 15,525,000 units (the “ Units ” and, with respect to the Class A Ordinary Shares and the warrants included in the Units, the “ Public Shares ” and the “ Public Warrants ,” respectively), which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,025,000 Units, at $10.00 per Unit, generating gross proceeds of $155,250,000, as described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,105,000 warrants (the “ Private Placement Warrants ” and, together with the Public Warrants, the “ Warrants ”) at a price of $1.00 per Private Placement Warrant in a private placement to Altimar Sponsor III, LLC (the “ Sponsor ”), generating gross proceeds of $6,105,000, as described in Note 4. Transaction costs amounted to $8,983,426, consisting of $3,105,000 of underwriting fees, $5,433,750 of deferred underwriting fees (see Note 6) and $444,676 of other offering costs. Following the closing of the Initial Public Offering on March 8, 2021, an amount of $155,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “ Trust Account ”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of the Public Shares (the “ Public Shareholders ”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of the then issued and outstanding Public Shares, subject to certain limitations as described in the Registration Statement. The per-Public Share amount to be distributed to the Public Shareholders who properly redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters in the Initial Public Offering (as discussed in Note 6). There will be no redemption rights in connection with a Business Combination with respect to the Warrants. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the U.S. Securities and Exchange Commission’s (the “ SEC ”) “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting, or such other vote as required by applicable law or stock exchange rules. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the Company’s amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined below) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, the Public Shareholders may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. Each of the Sponsor and the Company’s executive officers and directors have agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination prior to September 8, 2023 (the “ Combination Period ”) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-Public Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the amount on deposit in the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until September 8, 2023 to consummate a Business Combination. However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The end of the Combination Period has been extended from March 8, 2023 to September 8, 2023 as approved by the shareholders on March 6, 2023. Refer to Note 10 - Subsequent Events for additional details. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares held by the Sponsor if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its affiliates acquires Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company fails to complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case, net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters in the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act ”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “ JOBS Act ”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, among others, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that, when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement 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. Going Concern Considerations, Liquidity and Capital Resources As of December 31, 2022, the Company had investments held in the Trust Account of $157,023,966 consisting of money market funds, which are invested primarily in U.S. Treasury securities. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Class B ordinary shares, a loan of $43,101 from the Sponsor pursuant to the Promissory Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Promissory Note in full on March 8, 2021. The Company held cash of $578,811 outside of the Trust Account as of December 31, 2022. In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial Business Combination, the mandatory liquidation on September 8, 2023 and subsequent dissolution raises substantial doubt about the ability to continue as a going concern. The Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until a potential business combination or up to the mandatory liquidation as stipulated in the certificate of incorporation. Management further intends to close a Business Combination before the mandatory liquidation date. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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. As of December 31, 2022 and December 31, 2021, the Company held $157,023,966 and $155,258,024, respectively, in a money market fund in the Trust Account. The Company did not have any cash equivalents as of December 31, 2022 and December 31, 2021. Investments held in the Trust Account The Company’s portfolio of investments is comprised solely of a money market fund meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in U.S. Treasury securities. 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 these securities are included in investment income on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Offering costs consist of legal, accounting and underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounted to $8,983,426, of which $8,774,490 were charged to Class A Ordinary Shares subject to possible redemption upon the completion of the Initial Public Offering and $208,936 were expensed on the statements of operations. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC ”) Topic 480, “ Distinguishing Liabilities from Equity .” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and December 31, 2021, 15,525,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts carrying value of the redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A Ordinary Shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2022 and December 31, 2021, the Class A Ordinary Shares reflected in the balance sheets are reconciled in the following table: December 31, 2022 December 31, 2021 Gross proceeds $ 155,250,000 $ 155,250,000 Plus / (less) adjustments to carrying value: Proceeds allocated to the Public Warrants (3,326,894) (3,326,894) Class A Ordinary Shares issuance costs (8,774,490) (8,774,490) Proceeds allocated to the Private Placement Warrants 13,142 13,142 Plus: Accretion of carrying value to redemption value 12,088,242 12,088,242 Remeasurement of Class A ordinary shares subject to possible redemption 1,673,966 — Class A Ordinary Shares subject to possible redemption $ 156,923,966 $ 155,250,000 Warrant Liability The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrants’ specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (the “ FASB ”) ASC Topic 480, “ Distinguishing Liabilities from Equity ,” and ASC Topic 815, “ Derivatives and Hedging .” The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC Topic 480, whether Warrants meet the definition of a liability pursuant to ASC Topic 480 and whether the Warrants meet all of the requirements for equity classification under ASC Topic 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 issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. 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 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 statements of operations. The fair value of the Public Warrants was determined using recent over-the-counter trades as of December 31, 2022 and the closing price of the Public Warrants prior to December 31, 2022. The fair value of the Private Placement Warrants was estimated using a multiple of the value of the Public Warrants as of December 31, 2022 and a Monte Carlo simulation approach prior to December 31, 2022 (see Note 9). Income Taxes The Company accounts for income taxes under ASC Topic 740, “ Income Taxes ,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “ Earnings Per Share .” The Company has two classes of ordinary shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants, because the exercise of the Warrants is contingent upon the occurrence of future events. Accretion associated with the redeemable shares of Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the year ended December 31, 2022 For the Period from January 11, 2021 (inception) through December 31, 2021 Redeemable Class A Ordinary Shares Numerator: Allocation of net income (loss) $ 8,277,879 $ (1,238,305) Denominator: Basic and diluted weighted average shares outstanding 15,525,000 13,075,986 Basic and diluted net income (loss) per share $ 0.53 $ (0.09) Class B Ordinary Shares Numerator: Allocation of net income (loss) $ 2,069,470 $ (359,994) Denominator: Basic and diluted weighted average shares outstanding 3,881,250 3,801,391 Basic and diluted net income (loss) per share $ 0.53 $ (0.09) For the year ended December 31, 2022 and the period from January 11, 2021 (inception) through December 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s shareholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which exceed the Federal Deposit Insurance Corporation insured limit of $250,000 throughout the year. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement ,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liability (see Note 9). Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	INITIAL PUBLIC OFFERINGThe Company sold 15,525,000 Units in the Initial Public Offering, which includes a full exercise by the underwriters of their over-allotment option in the amount of 2,025,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-fourth of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share (see Note 8).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	PRIVATE PLACEMENTSimultaneously with the closing of the Initial Public Offering and the underwriters’ full exercise of their over-allotment option, the Sponsor purchased an aggregate of 6,105,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,105,000 in a private placement transaction. Each Private Placement Warrant is exercisable to purchase one Class A Ordinary Share at a price of $11.50 per Class A Ordinary Share, subject to adjustment (see Note 8). A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares, subject to the requirements of applicable law, and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Founder Shares On January 15, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Founder Shares. On January 28, 2021, the Sponsor transferred 10,000 Founder Shares to certain of the Company’s directors, resulting in the Sponsor holding 3,533,750 Founder Shares. On March 3, 2021, the Company effected a stock dividend of 0.08 of one Class B Founder Share for each outstanding Founder Share, resulting in the Sponsor and the Company’s directors collectively holding 3,881,250 Founder Shares. Each of the Company’s directors has waived any right to receive additional Founder Shares in connection with such stock dividend. The Founder Shares included an aggregate of up to 506,250 Founder Shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of the Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on March 8, 2021, the 506,250 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on March 3, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a sum of $10,000 per month for office space and secretarial and administrative services. For the year ended December 31, 2022 and the period from January 11, 2021 (inception) through December 31, 2021, the Company incurred $120,000 and $100,000, respectively, in fees for these services. As of December 31, 2022 and December 31, 2021, $10,000 and $10,000, respectively, of these administrative service fees were included in current liabilities — accrued expenses in the accompanying balance sheets. Promissory Note—Related Party On January 15, 2021, the Company issued an unsecured promissory note (the “ Promissory Note ”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $43,101 was repaid at the closing of the Initial Public Offering on March 8, 2021, at which point the Promissory Note was no longer available to the Company. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s executive officers and directors may, but are not obligated to, loan the Company funds as may be required (the “ Working Capital Loans ”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of the Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans. Due to Affiliates Amounts included in due to affiliates represent payables to entities affiliated with the Sponsor for expenses paid on the Company’s behalf. As of December 31, 2022 and December 31, 2021, due to affiliates was $33,917 and $0, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Pursuant to a registration and shareholder rights agreement entered into on March 3, 2021, the holders of the Founder Shares, the Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration 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 lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. No such expenses have been incurred as of December 31, 2022. Underwriting Agreement The underwriters are entitled to a deferred underwriting fee of $0.35 per Unit, or $5,433,750 in the aggregate. The deferred underwriting fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
SHAREHOLDERS' EQUITY	SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 5,000,000 preference shares, with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and December 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares —The Company is authorized to issue 500,000,000 Class A Ordinary Shares, with a par value of $0.0001 per share. Holders of the Class A Ordinary Shares are entitled to one vote for each Class A Ordinary Share. As of December 31, 2022 and December 31, 2021, there were no Class A Ordinary Shares issued and outstanding, excluding 15,525,000 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 of the Class B Ordinary Shares are entitled to one vote for each Class B Ordinary Shares. As of December 31, 2022 and December 31, 2021, there were 3,881,250 Class B Ordinary Shares issued and outstanding. Only holders of the Class B Ordinary Shares will have the right to vote on the election of directors prior to the Business Combination. Holders of the Class A Ordinary Shares and the Class B Ordinary Shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. In connection with a Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The Class B Ordinary Shares will automatically convert into the Class A Ordinary Shares at the time of a Business Combination, or earlier at the option of the holders thereof, at a ratio such that the number of the Class A Ordinary Shares issuable upon conversion of all of the 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 completion of the Initial Public Offering, plus (ii) the total number of the Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding the Class A Ordinary Shares or equity-linked securities exercisable for or convertible into the Class A Ordinary Shares issued, deemed issued or to be issued to any seller of an interest in the target to the Company in a 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 the Working Capital Loans. In no event will the Class B Ordinary Shares convert into the Class A Ordinary Shares at a rate of less than one-to-one.

WARRANT LIABILITY

WARRANT LIABILITY	12 Months Ended
	Dec. 31, 2022
Warrants and Rights Note Disclosure [Abstract]
WARRANT LIABILITY	WARRANT LIABILITY As of December 31, 2022 and December 31, 2021, there were 3,881,250 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination and (ii) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the Public Warrant is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a Public Warrant unless the Class A Ordinary Share issuable upon such exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrant. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, 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 Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided , however , that, if the Class A Ordinary Shares are at the time of any exercise of a Public 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 Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Public Warrants, but the Company will use its commercially reasonable efforts to register or qualify for sale the Class A Ordinary 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 Public Warrants is not effective by the 60th day after the closing of a Business Combination, holders of Public Warrants 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 Public 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 reasonable efforts to register or qualify the Class A Ordinary Shares under applicable blue sky laws to the extent an exemption is not available. Redemption of the 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 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 holder of the Warrant; and • if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the 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 a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided , however , that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A Ordinary Shares; and • if, and only if, the closing price of the Class A Ordinary Shares equal or exceeds $10.00 per Class A Ordinary Share (as adjusted) for any 20 trading days within the 30-trading day period ending three If the Company calls the Public Warrants for redemption, as described above, the Company’s management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of the Class A Ordinary Shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of the Class A Ordinary Shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to their Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or holders of the Class B Ordinary Shares or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, holders of the Class B Ordinary Shares or such affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price ”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A Ordinary Shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “ Market Value ”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, 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. As of December 31, 2022 and December 31, 2021, there were 6,105,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects the Company’s management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • Level 1—Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2—Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3—Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. As of December 31, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $157,023,966 and $155,258,024, respectively, in money market funds, which are invested primarily in U.S. Treasury securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: As of December 31, 2022 As of December 31, 2021 Description Level Fair Value Level Fair Value Assets: Investments held in the Trust Account 1 $ 157,023,966 1 $ 155,258,024 Liabilities: Warrant liability—Public Warrants 2 $ 24,959 1 $ 3,482,017 Warrant liability—Private Placement Warrants 3 $ 46,523 3 $ 6,389,052 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The Warrants were initially valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement for which there are uncertainties involved. If factors or assumptions change, the estimated fair values could be materially different. The Monte Carlo simulation model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the closing date of the Initial Public Offering was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. The Public Warrants have detached from the Units and the Public Warrants were moved from Level 3 to Level 1. The fair value of the Public Warrants was determined using recent over-the-counter trades as of December 31, 2022 and the closing price of the Public Warrants prior to December 31, 2022. The fair value of the Private Placement Warrants was estimated using a multiple of the value of the Public Warrants as of December 31, 2022 and a Monte Carlo simulation approach prior to December 31, 2022. As of December 31, 2022, the significant unobservable input used in the Company's valuation of the level 3 Private Placement Warrants was a multiple of 1.19x of the public warrant price based on historical valuations of the instruments. The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021: As of December 31, 2021 Stock price $ 9.32 Strike price $ 11.50 Public Warrant price $ 0.90 Term (in years) 5.0 Volatility (pre-merger) 10.00 % Volatility (post-merger) 40.00 % Risk-free rate 1.31 % Dividend yield 0.00 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Fair value as of December 31, 2021 $ 6,389,052 Change in fair value 6,342,529 Fair value of Level 3 warrant liabilities as of December 31, 2022 $ 46,523 Private Public Warrants Warrant Liabilities Fair value as of March 8, 2021 $ 6,091,858 $ 3,326,894 $ 9,418,752 Change in fair value 297,194 962,175 1,259,369 Fair value of Warrants transferred out of Level 3 — (4,289,069) (4,289,069) Fair value of Level 3 warrant liabilities as of December 31, 2021 $ 6,389,052 $ — $ 6,389,052

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. On March 6, 2023, the Company held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved amendments to the Company’s Amended and Restated Memorandum and Articles of Association, as amended to (i) extend the date by which the Company must consummate its initial business combination from March 8, 2023 to September 8, 2023, and (ii) eliminate the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001. In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 11,505,961 shares of the Company’s Class A Ordinary Shares exercised their right to redeem their shares. Following such redemptions, 4,019,039 Class A Ordinary Shares remain outstanding.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “ JOBS Act ”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, among others, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 EquivalentsThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Investment held in the Trust Account	Investments held in the Trust Account The Company’s portfolio of investments is comprised solely of a money market fund meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in U.S. Treasury securities. 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 these securities are included in
Offering Costs	Offering Costs Offering costs consist of legal, accounting and underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounted to $8,983,426, of which $8,774,490 were charged to Class A Ordinary Shares subject to possible redemption upon the completion of the Initial Public Offering and $208,936 were expensed on the statements of operations.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC ”) Topic 480, “ Distinguishing Liabilities from Equity .” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and December 31, 2021, 15,525,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.
Warrant Liability	Warrant Liability The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrants’ specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (the “ FASB ”) ASC Topic 480, “ Distinguishing Liabilities from Equity ,” and ASC Topic 815, “ Derivatives and Hedging .” The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC Topic 480, whether Warrants meet the definition of a liability pursuant to ASC Topic 480 and whether the Warrants meet all of the requirements for equity classification under ASC Topic 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 issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. 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 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 statements of operations. The fair value of the Public Warrants was determined using recent over-the-counter trades as of December 31, 2022 and the closing price of the Public Warrants prior to December 31, 2022. The fair value of the Private Placement Warrants was estimated using a multiple of the value of the Public Warrants as of December 31, 2022 and a Monte Carlo simulation approach prior to December 31, 2022 (see Note 9).
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “ Income Taxes ,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “ Earnings Per Share .” The Company has two classes of ordinary shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of ordinary shares.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which exceed the Federal Deposit Insurance Corporation insured limit of $250,000 throughout the year. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations and cash flows.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement
Recent Accounting Standards	Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Fair Value Measurements	FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects the Company’s management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • Level 1—Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2—Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3—Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of Class A Ordinary Shares	At December 31, 2022 and December 31, 2021, the Class A Ordinary Shares reflected in the balance sheets are reconciled in the following table: December 31, 2022 December 31, 2021 Gross proceeds $ 155,250,000 $ 155,250,000 Plus / (less) adjustments to carrying value: Proceeds allocated to the Public Warrants (3,326,894) (3,326,894) Class A Ordinary Shares issuance costs (8,774,490) (8,774,490) Proceeds allocated to the Private Placement Warrants 13,142 13,142 Plus: Accretion of carrying value to redemption value 12,088,242 12,088,242 Remeasurement of Class A ordinary shares subject to possible redemption 1,673,966 — Class A Ordinary Shares subject to possible redemption $ 156,923,966 $ 155,250,000
Schedule Of Earnings Per Share, Basic and Diluted	The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the year ended December 31, 2022 For the Period from January 11, 2021 (inception) through December 31, 2021 Redeemable Class A Ordinary Shares Numerator: Allocation of net income (loss) $ 8,277,879 $ (1,238,305) Denominator: Basic and diluted weighted average shares outstanding 15,525,000 13,075,986 Basic and diluted net income (loss) per share $ 0.53 $ (0.09) Class B Ordinary Shares Numerator: Allocation of net income (loss) $ 2,069,470 $ (359,994) Denominator: Basic and diluted weighted average shares outstanding 3,881,250 3,801,391 Basic and diluted net income (loss) per share $ 0.53 $ (0.09)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: As of December 31, 2022 As of December 31, 2021 Description Level Fair Value Level Fair Value Assets: Investments held in the Trust Account 1 $ 157,023,966 1 $ 155,258,024 Liabilities: Warrant liability—Public Warrants 2 $ 24,959 1 $ 3,482,017 Warrant liability—Private Placement Warrants 3 $ 46,523 3 $ 6,389,052
Schedule Of Assumptions Used In Estimating The Fair Value Of Warrants	The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021: As of December 31, 2021 Stock price $ 9.32 Strike price $ 11.50 Public Warrant price $ 0.90 Term (in years) 5.0 Volatility (pre-merger) 10.00 % Volatility (post-merger) 40.00 % Risk-free rate 1.31 % Dividend yield 0.00 %
Summary of changes in the fair value of warrant liabilities	The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Fair value as of December 31, 2021 $ 6,389,052 Change in fair value 6,342,529 Fair value of Level 3 warrant liabilities as of December 31, 2022 $ 46,523 Private Public Warrants Warrant Liabilities Fair value as of March 8, 2021 $ 6,091,858 $ 3,326,894 $ 9,418,752 Change in fair value 297,194 962,175 1,259,369 Fair value of Warrants transferred out of Level 3 — (4,289,069) (4,289,069) Fair value of Level 3 warrant liabilities as of December 31, 2021 $ 6,389,052 $ — $ 6,389,052

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)		12 Months Ended
	Mar. 08, 2021	Dec. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Transaction costs	$ 8,983,426
Underwriting fees	3,105,000
Deferred underwriting fees	5,433,750
Other costs	444,676
Investments held in the Trust Account	$ 155,250,000	$ 157,023,966	$ 155,258,024
Threshold minimum aggregate fair market value as a percentage of the assets held in the trust account		80%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination		50%
Minimum net tangible assets upon consummation of business combination		$ 5,000,001
Threshold percentage of public shares subject to redemption without the company's prior written consent		15%
Percentage obligation to redeem public shares if entity does not complete a business combination		100%
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Share price (in dollars per share)	$ 1
Gross proceeds from initial public offering	$ 6,105,000
Warrants issued (in shares)	6,105,000
Maximum
Subsidiary, Sale of Stock [Line Items]
Net proceeds from Initial Public Offering and Private Placement (in dollars per share)	$ 10
Interest on Trust Account that can be held to pay dissolution expenses	$ 100,000
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued (in shares)	2,025,000
Over-allotment | Public Shares
Subsidiary, Sale of Stock [Line Items]
Number of units issued (in shares)	2,025,000
Share price (in dollars per share)	$ 10
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued (in shares)	15,525,000
Share price (in dollars per share)	$ 10
Initial Public Offering | Public Shares
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from initial public offering	$ 155,250,000
Net proceeds from Initial Public Offering and Private Placement (in dollars per share)	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)		12 Months Ended
	Mar. 08, 2021	Dec. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Investments held in the Trust Account	$ 155,250,000	$ 157,023,966	$ 155,258,024
Cash equivalents		0	0
Transaction costs allocated to the Warrants		0	208,936
Unrecognized tax benefits		0	0
Unrecognized tax benefits accrued for interest and penalties		0	$ 0
Tax provision		0
Federal depository insurance coverage		250,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from Contributions from Affiliates		$ 25,000
Promissory Note | Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from related party debt	43,101
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Offering costs	8,983,426
Offering costs charged to stockholder equity	8,774,490
Transaction costs allocated to the Warrants	$ 208,936
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Temporary equity, shares outstanding (in shares)		15,525,000	15,525,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Reflected on the Balance Sheet (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Remeasurement of Class A ordinary shares subject to possible redemption	$ 1,673,966	$ 0
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Gross proceeds	155,250,000	155,250,000
Class A Ordinary Shares issuance costs	(8,774,490)	(8,774,490)
Accretion of carrying value to redemption value	12,088,242	12,088,242
Class A Ordinary Shares subject to possible redemption	156,923,966	155,250,000
Class A common stock | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds allocated to the Public Warrants	13,142	13,142
Class A common stock | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds allocated to the Public Warrants	$ (3,326,894)	$ (3,326,894)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Allocation of net income (loss)	$ 10,347,349	$ (1,598,299)
Redeemable Common Class A
Numerator:
Allocation of net income (loss)	$ 8,277,879	$ (1,238,305)
Denominator:
Basic weighted average shares outstanding (in shares)	15,525,000	13,075,986
Diluted weighted average shares outstanding (in shares)	15,525,000	13,075,986
Diluted net income (loss) per share (in dollars per share)	$ 0.53	$ (0.09)
Basic net income (loss) per share (in dollars per share)	$ 0.53	$ (0.09)
Non Redeemable Common Class B
Numerator:
Allocation of net income (loss)	$ 2,069,470	$ (359,994)
Denominator:
Basic weighted average shares outstanding (in shares)	3,881,250	3,801,391
Diluted weighted average shares outstanding (in shares)	3,881,250	3,801,391
Diluted net income (loss) per share (in dollars per share)	$ 0.53	$ (0.09)
Basic net income (loss) per share (in dollars per share)	$ 0.53	$ (0.09)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)	Mar. 08, 2021 $ / shares shares
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued (in shares)	15,525,000
Share price (in dollars per share) | $ / shares	$ 10
Number of shares in a unit	1
Shares issuable per warrant (in shares)	1
Number of warrants issued per unit (in shares)	0.25
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued (in shares)	2,025,000
Exercise price of warrants (in dollars per share) | $ / shares	$ 11.50

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details)	Mar. 08, 2021 USD ($) $ / shares shares
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued (in shares) | shares	6,105,000
Exercise price of warrants (in dollars per share) | $ / shares	$ 1
Proceeds from issuance of warrants | $	$ 6,105,000
Shares issuable per warrant (in shares) | shares	1
Over-allotment
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares	$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)				12 Months Ended
	Mar. 03, 2021	Jan. 28, 2021	Jan. 15, 2021	Dec. 31, 2022	Mar. 08, 2021
Related Party Transaction [Line Items]
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent)	20%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Maximum
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				20 days
Sponsor
Related Party Transaction [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				30 days
Founder Shares
Related Party Transaction [Line Items]
Number of shares no longer subject to forfeiture (in shares)					506,250
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Consideration received			$ 25,000
Shares issued (in shares)			3,593,750
Shares transferred (in shares)		10,000
Shares forfeited (in shares)		3,533,750
Founder Shares | Director
Related Party Transaction [Line Items]
Shares forfeited (in shares)	3,881,250
Over-allotment | Founder Shares
Related Party Transaction [Line Items]
Shares subject to forfeiture (in shares)	506,250
Class B common stock | Founder Shares
Related Party Transaction [Line Items]
Common stock dividend declared per share (in dollars per share)	$ 0.08

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)			12 Months Ended
	Mar. 08, 2021	Mar. 03, 2021	Dec. 31, 2022	Dec. 31, 2021	Jan. 15, 2021
Affiliate
Related Party Transaction [Line Items]
Administrative expenses - related party		$ 10,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Amount of related party transaction			$ 120,000	$ 100,000
Due to related parties, current			10,000	10,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum loans converted into warrants			$ 2,000,000
Exercise price of warrants (in dollars per share)			$ 1
Amounts outstanding under the working capital loans			$ 0	$ 0
Sponsor | Promissory Note
Related Party Transaction [Line Items]
Face amount of debt instrument					$ 300,000
Proceeds from related party debt	$ 43,101

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - Over-allotment	Dec. 31, 2022 USD ($) $ / shares
Commitments And Contingencies [Line Items]
Deferred fee per unit (in usd per unit) | $ / shares	$ 0.35
Deferred underwriting fees | $	$ 5,433,750

SHAREHOLDERS' EQUITY - Preferre

SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

SHAREHOLDERS' EQUITY - Common S

SHAREHOLDERS' EQUITY - Common Stock Shares (Details)	12 Months Ended
	Dec. 31, 2022 vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class A common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, par value (in usd per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share | vote	1
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Possible redemption	15,525,000	15,525,000
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, par value (in usd per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share | vote	1
Common stock, shares issued (in shares)	3,881,250	3,881,250
Common stock, shares outstanding (in shares)	3,881,250	3,881,250
Common stock, conversion ratio	0.20

WARRANT LIABILITY - Additional

WARRANT LIABILITY - Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Mar. 08, 2021
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Public Warrants exercisable term from the closing of the initial public offering	1 year
Warrant term	5 years
Threshold period for filling registration statement after business combination	20 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Percentage of gross proceeds on total equity proceeds	60%
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	180%
Private Placement Warrants
Class of Warrant or Right [Line Items]
Class of warrants or rights outstanding (in shares)	6,105,000	6,105,000
Share price (in dollars per share)			$ 1
Public Warrants
Class of Warrant or Right [Line Items]
Class of warrants or rights outstanding (in shares)	3,881,250	3,881,250
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Notice period for trading days	3 days
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Redemption price per public warrant (in dollars per share)	$ 0.10
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Notice period for trading days	3 days
Class A common stock | Maximum
Class of Warrant or Right [Line Items]
Share price (in dollars per share)	$ 9.20

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Level 1 | Warrant liability—Public Warrants
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items]
Liabilities at fair value		$ 3,482,017
Level 1 | Investments held in the Trust Account
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items]
Assets at fair value	$ 157,023,966	155,258,024
Level 2 | Warrant liability—Public Warrants
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items]
Liabilities at fair value	24,959
Level 3 | Warrant liability—Private Placement Warrants
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items]
Liabilities at fair value	$ 46,523	$ 6,389,052

FAIR VALUE MEASUREMENTS - Sch_2

FAIR VALUE MEASUREMENTS - Schedule Of Assumptions Used In Estimating The Fair Value Of Measurements (Details)	Dec. 31, 2022 $ / shares yr	Dec. 31, 2021 $ / shares
Stock price
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Measurement input of Level 3 fair value measurements	9.32
Strike price
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Measurement input of Level 3 fair value measurements	11.50
Public Warrant price
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Measurement input of Level 3 fair value measurements	1.19	0.90
Term (in years)
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Measurement input of Level 3 fair value measurements | yr	5
Volatility (pre-merger)
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Measurement input of Level 3 fair value measurements		0.1000
Volatility (post-merger)
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Measurement input of Level 3 fair value measurements	0.4000
Risk-free rate
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Measurement input of Level 3 fair value measurements	0.0131
Dividend yield
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items]
Measurement input of Level 3 fair value measurements	0

FAIR VALUE MEASUREMETNS - Summa

FAIR VALUE MEASUREMETNS - Summary Of Changes In The Fair Value Of Warrant Liabilities (Details) - Warrant - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 9,418,752	$ 6,389,052
Change in fair value	1,259,369
Fair value of Warrants transferred out of Level 3	(4,289,069)
Fair value, ending balance	6,389,052
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	6,091,858	6,389,052
Change in fair value	297,194	6,342,529
Fair value of Warrants transferred out of Level 3	0
Fair value, ending balance	6,389,052	46,523
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	3,326,894	$ 0
Change in fair value	962,175
Fair value of Warrants transferred out of Level 3	(4,289,069)
Fair value, ending balance	$ 0

SUBSEQUENT EVENTS - Narrative (

SUBSEQUENT EVENTS - Narrative (Details) - USD ($)	Mar. 06, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Minimum net tangible assets upon consummation of business combination		$ 5,000,001
Class A common stock
Subsequent Event [Line Items]
Common stock, shares outstanding (in shares)		0	0
Subsequent Event | Class A common stock
Subsequent Event [Line Items]
Stock redeemed during period (in shares)	11,505,961
Common stock, shares outstanding (in shares)	4,019,039