Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 04, 2023 | Jun. 30, 2022 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 001-41074 | ||
Entity Registrant Name | bleuacacia ltd | ||
Entity Central Index Key | 0001843370 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1582905 | ||
Entity Address, Address Line One | 500 Fifth Avenue | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10110 | ||
City Area Code | 212 | ||
Local Phone Number | 935- 5599 | ||
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 | $ 268,824,000 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Boston, MA | ||
Units [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant | ||
Trading Symbol | BLEUU | ||
Security Exchange Name | NASDAQ | ||
Class A Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value per share | ||
Trading Symbol | BLEU | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 27,600,000 | ||
Rights [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Rights to acquire one-sixteenth of one Class A ordinary share | ||
Trading Symbol | BLEUR | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Trading Symbol | BLEUW | ||
Security Exchange Name | NASDAQ | ||
Class B Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,900,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 60,591 | $ 155,238 |
Prepaid expenses | 284,431 | 616,785 |
Total current assets | 345,022 | 772,023 |
Investments held in Trust Account | 279,359,521 | 275,973,259 |
Total Assets | 279,704,543 | 276,745,282 |
Current liabilities: | ||
Accounts payable | 250,249 | 13,817 |
Accrued expenses | 6,187 | 88,809 |
Total current liabilities | 256,436 | 102,626 |
Convertible working capital loan - related party | 300,000 | 0 |
Deferred underwriting commissions | 9,660,000 | 9,660,000 |
Total Liabilities | 10,216,436 | 9,762,626 |
Commitments and Contingencies | ||
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (9,772,104) | (9,018,034) |
Total shareholders' deficit | (9,771,414) | (9,017,344) |
Liabilities, Class A ordinary Shares Subject to Redemption, and Shareholders' Deficit | 279,704,543 | 276,745,282 |
Class A Ordinary Shares [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption; $0.0001 par value; 27,600,000 shares at redemption value of approximately $10.12 and $10.00 per share as of December 31, 2022 and December 31, 2021 | 279,259,521 | 276,000,000 |
Shareholders' Deficit: | ||
Ordinary shares | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 690 | $ 690 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Shareholders' Deficit: | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders' Deficit | ||
Ordinary shares subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption (in shares) | 27,600,000 | 27,600,000 |
Ordinary shares subject to possible redemption, redemption price (in dollars per share) | $ 10.12 | $ 10 |
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares,, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued (in shares) | 0 | 0 |
Ordinary shares, shares outstanding (in shares) | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares,, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued (in shares) | 6,900,000 | 6,900,000 |
Ordinary shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Loss from operations: | ||
General and administrative expenses | $ 234,600 | $ 760,478 |
General and administrative expenses - related party | 14,667 | 120,333 |
Loss from operations | (249,267) | (880,811) |
Other income: | ||
Gain (loss) from investments held in Trust Account | (26,741) | 3,386,262 |
Net income (loss) | $ (276,008) | $ 2,505,451 |
Class A Ordinary Shares [Member] | ||
Other income: | ||
Weighted average number of ordinary shares outstanding, basic (in shares) | 6,092,593 | 27,600,000 |
Basic net income (loss) per share (in dollars per share) | $ (0.03) | $ 0.07 |
Weighted average number of ordinary shares outstanding, diluted (in shares) | 6,092,593 | 27,600,000 |
Diluted net income (loss) per share (in dollars per share) | $ (0.03) | $ 0.07 |
Class B Ordinary Shares [Member] | ||
Other income: | ||
Weighted average number of ordinary shares outstanding, basic (in shares) | 3,407,407 | 6,900,000 |
Basic net income (loss) per share (in dollars per share) | $ (0.03) | $ 0.07 |
Weighted average number of ordinary shares outstanding, diluted (in shares) | 3,407,407 | 6,900,000 |
Diluted net income (loss) per share (in dollars per share) | $ (0.03) | $ 0.07 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [Member] Class A Ordinary Shares [Member] | Ordinary Shares [Member] Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Feb. 10, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Feb. 10, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | $ 0 | $ 690 | 24,310 | 0 | 25,000 |
Issuance of Class B ordinary shares to Sponsor (in shares) | 0 | 6,900,000 | |||
Sale of private placement warrants to Sponsor in private placement | $ 0 | $ 0 | 7,520,000 | 0 | 7,520,000 |
Fair value of public warrants and rights included in the Units Sold in the Initial Public Offering | 0 | 0 | 7,624,500 | 0 | 7,624,500 |
Offering costs associated with issuance of public warrants and rights as part of the Units in the Initial Public Offering | 0 | 0 | (408,795) | 0 | (408,795) |
Remeasurement for Class A ordinary shares subject to possible redemption amount | 0 | 0 | (14,760,015) | (8,742,026) | (23,502,041) |
Net income (loss) | 0 | 0 | 0 | (276,008) | (276,008) |
Ending balance at Dec. 31, 2021 | $ 0 | $ 690 | 0 | (9,018,034) | (9,017,344) |
Ending balance (in shares) at Dec. 31, 2021 | 0 | 6,900,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Remeasurement for Class A ordinary shares subject to possible redemption amount | $ 0 | $ 0 | 0 | (3,259,521) | (3,259,521) |
Net income (loss) | 0 | 0 | 0 | 2,505,451 | 2,505,451 |
Ending balance at Dec. 31, 2022 | $ 0 | $ 690 | $ 0 | $ (9,772,104) | $ (9,771,414) |
Ending balance (in shares) at Dec. 31, 2022 | 0 | 6,900,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (276,008) | $ 2,505,451 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 25,000 | 0 |
General and administrative expenses paid by related party under promissory note | 5,000 | 0 |
Gain (loss) from investments held in the Trust Account | 26,741 | (3,386,262) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (616,785) | 332,354 |
Accounts payable | 13,817 | 236,432 |
Accrued expenses | 18,809 | (82,622) |
Net cash used in operating activities | (803,426) | (394,647) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (276,000,000) | 0 |
Net cash used in investing activities | (276,000,000) | 0 |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | (166,755) | 0 |
Proceeds received from initial public offering, gross | 276,000,000 | 0 |
Proceeds from convertible working capital loan | 0 | 300,000 |
Proceeds received from private placement | 7,520,000 | 0 |
Offering costs paid | (6,394,581) | 0 |
Net cash provided by financing activities | 276,958,664 | 300,000 |
Net change in cash | 155,238 | (94,647) |
Cash - beginning of the period | 0 | 155,238 |
Cash - end of the period | 155,238 | 60,591 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Offering costs included in accrued expenses | 70,000 | 0 |
Offering costs paid by related party under promissory note | 161,755 | 0 |
Deferred underwriting commissions | 9,660,000 | 0 |
Remeasurement on Class A common stock subject to possible redemption | $ 0 | $ 3,259,521 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | NOTE 1. - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS bleuacacia ltd (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 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 that the Company has not yet identified (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus its search on a premium branded consumer retail business. As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from February 11, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the Initial Public Offering (as defined below), and, since the closing of the Initial Public Offering, the search for and efforts toward completing an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is bleuacacia sponsor LLC, a Cayman Islands limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 17, 2021. On November 22, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the issuance of 3,600,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $16.3 million, of which approximately $9.7 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,520,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $276.0 million ($10.00 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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 for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s Executive Director (or his or her designee) prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to the Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or May 22, 2023, or during any extended time that the Company has to consummate a business combination beyond 18 months as a result of a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (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 In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2022, the Company had approximately $61,000 in cash, working capital of approximately $89,000 and the ability to borrow up to an aggregate of under the Note (as defined below The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 5), and loan proceeds from the Sponsor of approximately $167,000 under the 2021 Note (as defined in Note 5). The Company partially repaid approximately $166,000 owed under the 2021 Note upon closing of the Initial Public Offering and repaid the remaining balance of approximately $1,000 on November 24, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering, the Private Placement held outside of the Trust Account and from borrowing under the 2022 Note. On April the Company entered into a convertible promissory note (the “ Note”) with the Sponsor. Pursuant to the Note, the Company may borrow from the Sponsor, from time to time, up to an aggregate of Borrowings under the Note will not bear interest. The Note will mature on the earlier to occur of (i) from the closing of the Initial Public Offering (or up to any Extension Period, if applicable) or (ii) the effective date of the Company’s initial business combination. Up to of such loans may be converted into Private Placement Warrants of the post-business combination entity at a price of per warrant at the option of the Sponsor. The Note contains customary events of default, including those relating to the Company’s failure to repay the principal amount due upon maturity of the Note and certain bankruptcy events. In July the Company borrowed under the Note. As of December was outstanding under the Note. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic - “Presentation of Financial Statements - Going Concern,” Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In Feb ruary 2022, the Russian F |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity 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 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies. The Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. 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, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 net gain from 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 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. The Company accounted for its Rights (as defined below) as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considered whether the Rights were freestanding financial instruments pursuant to ASC 480, met the definition of a liability pursuant to ASC 480, and whether the Rights met all the requirements for equity classification under ASC 815, including whether the Rights were indexed to the Company’s own ordinary shares, among other conditions for the equity classification. The warrants issued in connection with its Initial Public Offering (the “Public Warrants”) and Private Placement Warrants are classified in accordance with ASC 480 and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with Public Warrants are recognized net in equity. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments 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 Company’s 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, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement 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 (to the extent available) and accumulated deficit. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the Public Warrants, the Private Placement Warrants and the Rights to purchase an aggregate of 23,045,000 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2022 and for the period from February 11, 2021 (inception) through December 31, 2021. Remeasurement associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended December 31, 2022 For the Period from February 11, 2021 (inception) through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,004,361 $ 501,090 $ (177,011 ) $ (98,997 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 6,092,593 3,407,407 Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $ (0.03 ) $ (0.03 ) Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards 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 [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. - INITIAL PUBLIC OFFERING On November 22, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including the issuance of 3,600,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $16.3 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, one-half one-sixteenth |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. - PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,520,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.5 million. Each whole Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. - RELATED PARTY TRANSACTIONS Founder Shares On February 12, 2021, the Company issued 8,625,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for the payment of $25,000 of the Company’s offering expenses. Founder Shares and the associated amounts reflect: (i) the surrender of 2,875,000 Class B ordinary shares to the Company at no consideration on October 25, 2021; and (ii) the share capitalization of Class B ordinary shares on November 17, 2021; resulting in a decrease in the total number of Class B ordinary shares outstanding to 6,900,000 Class B ordinary shares. The holders of the Founder Shares agreed to forfeit and cancel up to an aggregate of 900,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 22, 2021, the underwriters consummated the exercise in full of the over-allotment; thus, these 900,000 Founder Shares were no longer subject to forfeiture. The Sponsor agreed that upon and subject to the completion of the initial Business Combination, 25% of the Founder Shares then held by the Sponsor shall be considered to be newly unvested shares, one-half one-half In May 2021, the Sponsor transferred 40,000 Founder Shares to each of the two independent director nominees. The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founder Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans The Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note, dated February 12, 2021 which was later amended and restated on July 30, 2021 (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company borrowed approximately $167,000 under the Note. The Company partially repaid approximately $166,000 owed under the Note upon closing of the Initial Public Offering and repaid the remaining balance of approximately $1,000 on November 24, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s management team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be converted 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. On April 1, 2022, the Company entered into a convertible promissory note (the “2022 Note”) with the Sponsor, a related party of the Company. Pursuant to the 2022 Note the Company may borrow from the Sponsor, from time to time, up to an aggregate of $1,500,000. Borrowings under the 2022 Note do not bear interest. The 2022 Note will mature on the earlier to occur of (i) 18 months from the closing of the Initial Public Offering (or up to any Extension Period, if applicable) or (ii) the effective date of the Company’s initial Business Combination. If the Company completes a Business Combination, the Company will repay the Note out of the proceeds of the Trust Account released to the Company. Otherwise, the Loan will be repaid only out of funds held outside the Trust Account . In July the Company borrowed under the Note. As of December was outstanding under the Note Administrative Services Agreement On November 17, 2021, the Company agreed to pay an affiliate of the Sponsor $10,000 per month for office space, secretarial and administrative support services provided to members of the management team through the earlier of consummation of the initial Business Combination and the liquidation. In addition, the Sponsor, officers and directors, or their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. - COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement dated November 17, 2021 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from November 17, 2021 to purchase up to 3,600,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On November 22, 2021, the underwriters consummated the exercise in full of the over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 12 Months Ended |
Dec. 31, 2022 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 7. - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares contain certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 27,600,000 Class A ordinary shares outstanding which were subject to possible redemption. The Class A ordinary shares subject to possible redemption are reflected in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants and Rights (7,624,500 ) Class A ordinary shares issuance costs (15,877,541 ) Plus: Adjust carrying value to initial redemption value 23,502,041 Class A ordinary shares subject to possible redemption, December 31, 2021 276,000,000 Remeasurement on Class A ordinary shares subject to possible redemption 3,259,521 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 279,259,521 |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
SHAREHOLDERS' DEFICIT [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 8. - SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of ordinary shares outstanding after such conversion, including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination, any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Rights one-sixteenth one-sixteenth Warrants th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price of less than $9.20 per Class A ordinary share (with such issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and in the case of Public Warrants only, the $18.00 per share redemption trigger prices described under “Redemption of Public Warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable and may be exercised on a cashless basis at the option of the holder. Redemption of Public Warrants: • in whole and not in part; at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption; • and if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 10 trading days within a 20-trading day period ending on the third The Company will not redeem the warrants for cash as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In no event will the public warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company calls the Public Warrants for redemption for cash, as described above, the management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their Public Warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of Public Warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
FAIR MARKET MEASUREMENTS
FAIR MARKET MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR MARKET MEASUREMENTS [Abstract] | |
FAIR MARKET MEASUREMENTS | NOTE 9. - FAIR MARKET MEASUREMENTS The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Level 1 Level 2 Level 3 Assets at December 31, 2022 Investments held in Trust Account $ 279,359,521 $ - $ - Assets at December 31, 2021 Investments held in Trust Account $ 275,973,259 $ - $ - Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the year ended December 31, 2022 and for the period from February 11, 2021 (inception) through December 31, 2021. Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were available to be issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements, except as described below. In March 2023, the Company borrowed approximately $474,000 under the 2022 Note. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
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, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds 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 net gain from 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. |
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 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 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. The Company accounted for its Rights (as defined below) as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considered whether the Rights were freestanding financial instruments pursuant to ASC 480, met the definition of a liability pursuant to ASC 480, and whether the Rights met all the requirements for equity classification under ASC 815, including whether the Rights were indexed to the Company’s own ordinary shares, among other conditions for the equity classification. The warrants issued in connection with its Initial Public Offering (the “Public Warrants”) and Private Placement Warrants are classified in accordance with ASC 480 and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with Public Warrants are recognized net in equity. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments 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 Company’s 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, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement 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 (to the extent available) and accumulated deficit. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the Public Warrants, the Private Placement Warrants and the Rights to purchase an aggregate of 23,045,000 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2022 and for the period from February 11, 2021 (inception) through December 31, 2021. Remeasurement associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended December 31, 2022 For the Period from February 11, 2021 (inception) through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,004,361 $ 501,090 $ (177,011 ) $ (98,997 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 6,092,593 3,407,407 Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $ (0.03 ) $ (0.03 ) |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basic and Diluted Net Income (Loss) per Share of Ordinary Share | The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended December 31, 2022 For the Period from February 11, 2021 (inception) through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,004,361 $ 501,090 $ (177,011 ) $ (98,997 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 6,092,593 3,407,407 Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $ (0.03 ) $ (0.03 ) |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | The Class A ordinary shares subject to possible redemption are reflected in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants and Rights (7,624,500 ) Class A ordinary shares issuance costs (15,877,541 ) Plus: Adjust carrying value to initial redemption value 23,502,041 Class A ordinary shares subject to possible redemption, December 31, 2021 276,000,000 Remeasurement on Class A ordinary shares subject to possible redemption 3,259,521 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 279,259,521 |
FAIR MARKET MEASUREMENTS (Table
FAIR MARKET MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR MARKET MEASUREMENTS [Abstract] | |
Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Level 1 Level 2 Level 3 Assets at December 31, 2022 Investments held in Trust Account $ 279,359,521 $ - $ - Assets at December 31, 2021 Investments held in Trust Account $ 275,973,259 $ - $ - |
Description of Organization a_2
Description of Organization and Business Operations, Summary (Details) | 11 Months Ended | 12 Months Ended | |
Nov. 22, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) Business $ / shares | |
Description of Organization and Business Operations [Abstract] | |||
Gross proceeds from initial public offering | $ 276,000,000 | $ 276,000,000 | $ 0 |
Deferred underwriting commissions | 9,700,000 | 9,660,000 | 9,660,000 |
Gross proceeds from private placement | 7,520,000 | 0 | |
Cash deposited in trust account | $ 276,000,000 | 276,000,000 | $ 0 |
Cash deposited in trust account per unit (in dollars per share) | $ / shares | $ 10 | $ 10 | |
Percentage of Public Shares that can be redeemed without prior consent | 15% | ||
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period | 100% | ||
Period to complete Business Combination after closing of Initial Public Offering | 18 months | ||
Period to redeem public shares if business combination is not completed within initial combination period | 10 days | ||
Minimum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Number of operating businesses included in initial business combination | Business | 1 | ||
Fair market value as percentage of net assets held in trust account included in initial business combination | 80% | ||
Post-transaction ownership percentage of the target business | 50% | ||
Maximum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Net tangible assets threshold for redeeming public shares | $ 5,000,001 | ||
Interest from trust account that can be held to pay dissolution expenses | $ 100,000 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 27,600,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Gross proceeds from initial public offering | $ 276,000,000 | $ 276,000,000 | |
Offering costs | 16,300,000 | ||
Deferred underwriting commissions | $ 9,700,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 3,600,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Private Placement [Member] | Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 1 | ||
Warrants issued (in shares) | shares | 7,520,000 | ||
Gross proceeds from private placement | $ 7,500,000 |
Description of Organization a_3
Description of Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Apr. 01, 2022 | Nov. 24, 2021 | Nov. 22, 2021 | Feb. 12, 2021 | Jul. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | |
Liquidity and Capital Resources [Abstract] | ||||||||
Cash | $ 155,238 | $ 60,591 | ||||||
Working capital | $ 89,000 | |||||||
Period to complete Business Combination after closing of Initial Public Offering | 18 months | |||||||
Loan proceeds | 0 | $ 300,000 | ||||||
Loan repayment | $ 1,000 | 166,755 | 0 | |||||
Notes payable | $ 0 | 300,000 | ||||||
Promissory Note [Member] | Initial Public Offering [Member] | ||||||||
Liquidity and Capital Resources [Abstract] | ||||||||
Loan repayment | $ 166,000 | |||||||
Sponsor [Member] | ||||||||
Liquidity and Capital Resources [Abstract] | ||||||||
Contribution from sale of founder shares | $ 25,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||
Liquidity and Capital Resources [Abstract] | ||||||||
Loan proceeds | 167,000 | |||||||
Loan repayment | $ 1,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | ||||||||
Liquidity and Capital Resources [Abstract] | ||||||||
Related party transaction | $ 300,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | Initial Public Offering [Member] | ||||||||
Liquidity and Capital Resources [Abstract] | ||||||||
Loan repayment | $ 166,000 | |||||||
Sponsor [Member] | Convertible Promissory Note [Member] | ||||||||
Liquidity and Capital Resources [Abstract] | ||||||||
Period to complete Business Combination after closing of Initial Public Offering | 18 months | |||||||
Conversion price (in dollars per share) | $ 1 | |||||||
Loan proceeds | $ 300,000 | |||||||
Sponsor [Member] | Convertible Promissory Note [Member] | Maximum [Member] | ||||||||
Liquidity and Capital Resources [Abstract] | ||||||||
Related party transaction | $ 1,500,000 | $ 1,200,000 | ||||||
Sponsor [Member] | Convertible Promissory Note [Member] | Private Placement Warrants [Member] | ||||||||
Liquidity and Capital Resources [Abstract] | ||||||||
Notes payable | 300,000 | |||||||
Sponsor [Member] | Convertible Promissory Note [Member] | Private Placement Warrants [Member] | Maximum [Member] | ||||||||
Liquidity and Capital Resources [Abstract] | ||||||||
Related party transaction | $ 1,500,000 | $ 1,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income (Loss) per Ordinary Share (Details) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Class $ / shares shares | |
Net Income (Loss) Per Ordinary Share [Abstract] | ||
Number of share classes reported | Class | 2 | |
Warrant [Member] | ||
Net Income (Loss) Per Ordinary Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 23,045,000 | |
Class A Ordinary Shares [Member] | ||
Numerator [Abstract] | ||
Allocation of net income (loss) | $ | $ (177,011) | $ 2,004,361 |
Denominator [Abstract] | ||
Basic weighted average ordinary shares outstanding (in shares) | 6,092,593 | 27,600,000 |
Diluted weighted average ordinary shares outstanding (in shares) | 6,092,593 | 27,600,000 |
Basic net income (loss) per ordinary share (in dollars per share) | $ / shares | $ (0.03) | $ 0.07 |
Diluted net income (loss) per ordinary share (in dollars per share) | $ / shares | $ (0.03) | $ 0.07 |
Class B Ordinary Shares [Member] | ||
Numerator [Abstract] | ||
Allocation of net income (loss) | $ | $ (98,997) | $ 501,090 |
Denominator [Abstract] | ||
Basic weighted average ordinary shares outstanding (in shares) | 3,407,407 | 6,900,000 |
Diluted weighted average ordinary shares outstanding (in shares) | 3,407,407 | 6,900,000 |
Basic net income (loss) per ordinary share (in dollars per share) | $ / shares | $ (0.03) | $ 0.07 |
Diluted net income (loss) per ordinary share (in dollars per share) | $ / shares | $ (0.03) | $ 0.07 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Nov. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |||
Gross proceeds from initial public offering | $ 276,000,000 | $ 276,000,000 | $ 0 |
Deferred underwriting commissions | $ 9,700,000 | $ 9,660,000 | $ 9,660,000 |
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Rights [Member] | |||
Initial Public Offering [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 0.062 | 0.062 | |
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 27,600,000 | ||
Share price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 276,000,000 | $ 276,000,000 | |
Offering costs | 16,300,000 | ||
Deferred underwriting commissions | $ 9,700,000 | ||
Initial Public Offering [Member] | Public Warrants [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities included in each Unit (in shares) | 0.50 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities included in each Unit (in shares) | 1 | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Initial Public Offering [Member] | Rights [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities included in each Unit (in shares) | 1 | ||
Number of shares issued upon exercise of warrant (in shares) | 0.062 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 3,600,000 | ||
Share price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Nov. 22, 2021 | Dec. 31, 2022 | |
Private Placement [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Private Placement [Member] | ||
Private Placement [Abstract] | ||
Holding period for transfer, assignment or sale of warrants | 30 days | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placement [Abstract] | ||
Warrants issued (in shares) | 7,520,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from issuance of warrants | $ 7.5 | |
Private Placement [Member] | Private Placement Warrants [Member] | Class A Ordinary Shares [Member] | ||
Private Placement [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.5 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | 1 Months Ended | 12 Months Ended | |||||
Oct. 25, 2021 shares | Feb. 12, 2021 USD ($) shares | May 31, 2021 shares | Dec. 31, 2022 USD ($) Director $ / shares shares | Dec. 31, 2021 shares | Nov. 22, 2021 shares | Nov. 17, 2021 shares | |
Founder Shares [Abstract] | |||||||
Number of independent directors nominees | Director | 2 | ||||||
Class A Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | |||||
Threshold trading days | 20 days | ||||||
Threshold consecutive trading days | 30 days | ||||||
Class A Ordinary Shares [Member] | Minimum [Member] | |||||||
Founder Shares [Abstract] | |||||||
Share price (in dollars per share) | $ / shares | $ 12 | ||||||
Period after initial Business Combination | 150 days | ||||||
Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | |||||
Sponsor [Member] | |||||||
Founder Shares [Abstract] | |||||||
Proceeds from issuance of common stock | $ | $ 25,000 | ||||||
Sponsor [Member] | Class A Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Percentage of founder shares held by sponsor considered as unvested shares | 25% | ||||||
Number of shares considered to be newly unvested in first share price level (in shares) | 0.50 | ||||||
Percentage of founder shares held by sponsor considered as vested shares | 12.50% | ||||||
Trigger price of first share (in dollars per share) | $ / shares | $ 12.5 | ||||||
Threshold trading days of first share price level | 20 days | ||||||
Threshold consecutive trading days of first share price level | 30 days | ||||||
Number of shares considered to be newly unvested In second share price level (in shares) | 0.50 | ||||||
Percentage of founder shares held by sponsor considered as vested shares in Second Share Price Level | 12.50% | ||||||
Trigger price of second share (in dollars per share) | $ / shares | $ 15 | ||||||
Threshold trading days of second share price level | 20 days | ||||||
Threshold consecutive trading days of second share price level | 30 days | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 8,625,000 | ||||||
Proceeds from issuance of common stock | $ | $ 25,000 | ||||||
Number of shares surrender (in shares) | 2,875,000 | ||||||
Ordinary shares, shares outstanding (in shares) | 6,900,000 | ||||||
Founder shares as percentage of issued and outstanding shares after Initial Public Offering | 20% | ||||||
Ordinary shares no longer subject to forfeiture (in shares) | 900,000 | ||||||
Holding period for transfer, assignment or sale of founder shares | 1 year | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | |||||||
Founder Shares [Abstract] | |||||||
Number of shares subject to forfeiture (in shares) | 900,000 | 900,000 | |||||
Director Nominee One [Member] | |||||||
Founder Shares [Abstract] | |||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 40,000 | ||||||
Director Nominee Two [Member] | |||||||
Founder Shares [Abstract] | |||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 40,000 |
RELATED PARTY TRANSACTIONS, Rel
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Apr. 01, 2022 | Nov. 24, 2021 | Nov. 22, 2021 | Feb. 12, 2021 | Jul. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | |
Related Party Loans [Abstract] | ||||||||
Proceeds from related party transaction | $ 0 | $ 300,000 | ||||||
Loan repayment | $ 1,000 | 166,755 | $ 0 | |||||
Period to complete Business Combination after closing of Initial Public Offering | 18 months | |||||||
Notes payable | $ 0 | $ 300,000 | ||||||
Promissory Note [Member] | Initial Public Offering [Member] | ||||||||
Related Party Loans [Abstract] | ||||||||
Loan repayment | $ 166,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||
Related Party Loans [Abstract] | ||||||||
Proceeds from related party transaction | 167,000 | |||||||
Loan repayment | $ 1,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | ||||||||
Related Party Loans [Abstract] | ||||||||
Related party transaction | $ 300,000 | |||||||
Sponsor [Member] | Promissory Note [Member] | Initial Public Offering [Member] | ||||||||
Related Party Loans [Abstract] | ||||||||
Loan repayment | $ 166,000 | |||||||
Sponsor [Member] | Convertible Promissory Note [Member] | ||||||||
Related Party Loans [Abstract] | ||||||||
Proceeds from related party transaction | $ 300,000 | |||||||
Conversion price (in dollars per share) | $ 1 | |||||||
Period to complete Business Combination after closing of Initial Public Offering | 18 months | |||||||
Sponsor [Member] | Convertible Promissory Note [Member] | Maximum [Member] | ||||||||
Related Party Loans [Abstract] | ||||||||
Related party transaction | $ 1,500,000 | $ 1,200,000 | ||||||
Sponsor [Member] | Convertible Promissory Note [Member] | Private Placement Warrants [Member] | ||||||||
Related Party Loans [Abstract] | ||||||||
Notes payable | 300,000 | |||||||
Sponsor [Member] | Convertible Promissory Note [Member] | Private Placement Warrants [Member] | Maximum [Member] | ||||||||
Related Party Loans [Abstract] | ||||||||
Related party transaction | $ 1,500,000 | 1,500,000 | ||||||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Convertible Promissory Note [Member] | ||||||||
Related Party Loans [Abstract] | ||||||||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | |||||||
Conversion price (in dollars per share) | $ 1 |
RELATED PARTY TRANSACTIONS, Adm
RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Nov. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Administrative Services Agreement [Abstract] | |||
Accrued expenses | $ 88,809 | $ 6,187 | |
Administrative Services Agreement [Member] | |||
Administrative Services Agreement [Abstract] | |||
Incurred expenses | 15,000 | 120,000 | |
Accrued expenses | $ 0 | $ 5,000 | |
Sponsor [Member] | Administrative Services Agreement [Member] | |||
Administrative Services Agreement [Abstract] | |||
Monthly expenses | $ 10,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended | |||
Nov. 22, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Demand | Dec. 31, 2021 USD ($) | Nov. 17, 2021 shares | |
Underwriting Agreement [Abstract] | ||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||
Additional Units that can be purchased to cover over-allotments (in shares) | shares | 3,600,000 | |||
Underwriting discount (in dollars per share) | $ / shares | $ 0.2 | |||
Underwriting discount | $ | $ 5,500,000 | |||
Deferred underwriting commissions per Unit (in dollars per share) | $ / shares | $ 0.35 | |||
Deferred underwriting commissions | $ | $ 9,700,000 | $ 9,660,000 | $ 9,660,000 | |
Over-Allotment Option [Member] | ||||
Underwriting Agreement [Abstract] | ||||
Units issued (in shares) | shares | 3,600,000 | |||
Maximum [Member] | ||||
Registration Rights [Abstract] | ||||
Number of demands entitled to holders | Demand | 3 |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) | 11 Months Ended | 12 Months Ended | |
Nov. 22, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | |
Common Stock Subject To Possible Redemption [Abstract] | |||
Gross proceeds | $ 276,000,000 | $ 276,000,000 | $ 0 |
Class A ordinary shares issuance costs | $ (6,394,581) | $ 0 | |
Class A Ordinary Shares [Member] | |||
Common Stock Subject To Possible Redemption [Abstract] | |||
Ordinary shares, shares authorized (in shares) | shares | 500,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Voting rights per share | Vote | 1 | ||
Ordinary shares, outstanding, subject to possible redemption (in shares) | shares | 27,600,000 | 27,600,000 | |
Class A ordinary shares subject to possible redemption | $ 276,000,000 | $ 279,259,521 | |
Initial Public Offering [Member] | |||
Common Stock Subject To Possible Redemption [Abstract] | |||
Gross proceeds | $ 276,000,000 | 276,000,000 | |
Remeasurement on Class A ordinary shares subject to possible redemption amount | 23,502,041 | ||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||
Common Stock Subject To Possible Redemption [Abstract] | |||
Class A ordinary shares issuance costs | (15,877,541) | ||
Remeasurement on Class A ordinary shares subject to possible redemption amount | 3,259,521 | ||
Class A ordinary shares subject to possible redemption | 276,000,000 | $ 279,259,521 | |
Initial Public Offering [Member] | Public Warrants and Rights [Member] | |||
Common Stock Subject To Possible Redemption [Abstract] | |||
Proceeds allocated to Public Warrants and Rights | $ (7,624,500) |
SHAREHOLDERS' DEFICIT, Preferen
SHAREHOLDERS' DEFICIT, Preference and Ordinary Shares (Details) | 12 Months Ended | |||
Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Nov. 17, 2021 shares | Feb. 12, 2021 shares | |
Shareholders' Deficit [Abstract] | ||||
Preference shares, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares issued (in shares) | 0 | 0 | ||
Preference shares, shares outstanding (in shares) | 0 | 0 | ||
Stock conversion percentage threshold | 20% | |||
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20% | |||
Stock conversion basis of Class B to Class A ordinary shares at time of initial Business Combination | 1 | |||
Class A Ordinary Shares [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Ordinary shares,, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, outstanding, subject to possible redemption, issued (in shares) | 27,600,000 | 27,600,000 | ||
Ordinary shares, outstanding, subject to possible redemption, outstanding (in shares) | 27,600,000 | 27,600,000 | ||
Ordinary shares, shares issued (in shares) | 0 | 0 | ||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | ||
Voting rights per share | Vote | 1 | |||
Class B Ordinary Shares [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Ordinary shares,, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued (in shares) | 6,900,000 | 6,900,000 | ||
Ordinary shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | ||
Voting rights per share | Vote | 1 | |||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Ordinary shares, shares outstanding (in shares) | 6,900,000 | |||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||||
Shareholders' Deficit [Abstract] | ||||
Shares subject to forfeiture (in shares) | 900,000 | 900,000 |
SHAREHOLDERS' DEFICIT, Rights (
SHAREHOLDERS' DEFICIT, Rights (Details) - Rights [Member] - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Rights [Abstract] | ||
Rights outstanding (in shares) | 27,600,000 | 27,600,000 |
Number of shares issued upon exercise of warrant (in shares) | 0.062 | 0.062 |
SHAREHOLDERS' DEFICIT, Warrants
SHAREHOLDERS' DEFICIT, Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants [Abstract] | ||
Period to exercise warrants after Business Combination | 30 days | |
Period to file registration statement after initial Business Combination | 20 days | |
Period for registration statement to become effective | 60 days | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Expiration period of warrants | 5 years | |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 13,800,000 | 13,800,000 |
Percentage multiplier | 180% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 10 days | |
Threshold consecutive trading days | 20 days | |
Number of trading days ending before notice of redemption | 3 days | |
Number of shares issued upon exercise of warrant (in shares) | 0.361 | |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants outstanding (in shares) | 7,520,000 | 7,520,000 |
Period of warrants not transferable, assignable or salable | 30 days | |
Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12 | |
Class A Ordinary Shares [Member] | Public Warrants [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 115% | |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading days prior to notice of redemption to the warrant holders | 20 days | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.2 |
FAIR MARKET MEASUREMENTS (Detai
FAIR MARKET MEASUREMENTS (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Transfers to/from Fair Value Hierarchy Levels [Abstract] | ||
Transfers into Level 3 | $ 0 | $ 0 |
Transfers out of Level 3 | 0 | 0 |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 275,973,259 | 279,359,521 |
Recurring [Member] | Level 2 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 0 | 0 |
Recurring [Member] | Level 3 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Mar. 31, 2023 USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Note payable, related party | $ 474,000 |