Coliseum Acquisition (MITAU) 10-K 17 Apr 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 14, 2023
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-40514
Entity Registrant Name	Coliseum Acquisition Corp.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1583230
Entity Address, Address Line One	80 Pine Street, Suite 3202
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10005
City Area Code	212
Local Phone Number	600-5763
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 Central Index Key	0001847440
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Public Float	$ 0
Auditor Name	RBSM LLP
Auditor Location	New York, NY
Auditor Firm ID	587
Units, each consisting of one Class A ordinary share, par value $0.001 per share, and one-third of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.001 per share, and one-third of one redeemable warrant
Trading Symbol	MITAU
Security Exchange Name	NASDAQ
Class A ordinary shares
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares, par value $0.001 per share
Trading Symbol	MITA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		15,000,000
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Document and Entity Information
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	MITAW
Security Exchange Name	NASDAQ
Class B ordinary shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		3,750,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 233,036	$ 801,945
Due from sponsor	2,058
Prepaid expenses and other current assets	236,760	519,808
Total current assets	471,854	1,321,753
Investments held in Trust Account	152,348,535	150,030,739
Other non-current assets		233,150
Total assets	152,820,389	151,585,642
Current liabilities:
Accounts payable and accrued expenses	185,500	26,996
Accrued Expense - Related Party	10,000
Total current liabilities	195,500	26,996
Warrant liabilities	329,000	6,859,000
Deferred underwriting fee payable	5,625,000	5,625,000
Total liabilities	6,149,500	12,510,996
Commitments
Shareholders' Deficit
Preferred shares, $0.001 par value; 5,000,000 authorized; none issued and outstanding
Accumulated deficit	(5,681,396)	(10,959,843)
Total shareholders' deficit	(5,677,646)	(10,956,093)
Total liabilities and shareholders' deficit	152,820,389	151,585,642
Class A ordinary shares subject to possible redemption
Current liabilities:
Class A ordinary shares subject to possible redemption, 15,000,000 shares at redemption value of $10.16 and $10.00 per share at December 31, 2022 and 2021, respectively	152,348,535	150,030,739
Class A common stock not subject to possible redemption
Shareholders' Deficit
Common stock	0	0
Class B ordinary shares
Shareholders' Deficit
Common stock	$ 3,750	$ 3,750

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A ordinary shares
Temporary equity, shares outstanding	15,000,000
Common shares, par value (per share)	$ 0.001	$ 0.001
Common shares, shares authorized	500,000,000	500,000,000
Common shares, shares issued	15,000,000	15,000,000
Common shares, shares outstanding	0	0
Class A ordinary shares subject to possible redemption
Temporary equity, shares outstanding	15,000,000	15,000,000
Temporary equity, per share	$ 10.16	$ 10
Class A common stock not subject to possible redemption
Common shares, shares issued	15,000,000	15,000,000
Common shares, shares outstanding	0	0
Class B ordinary shares
Common shares, par value (per share)	$ 0.001	$ 0.001
Common shares, shares authorized	50,000,000	50,000,000
Common shares, shares issued	3,750,000	3,750,000
Common shares, shares outstanding	3,750,000	3,750,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Operating and formation costs	$ 533,130	$ 1,251,553
Loss from operations	(533,130)	(1,251,553)
Other income (expense)
Expensed offering costs	(407,040)
Gain on investments held in Trust Account	30,739	2,317,796
Gain on change in fair value of warrant liabilities	5,296,250	6,530,000
Total other income (expense)	4,919,949	8,847,796
Net income	$ 4,386,819	$ 7,596,243
Class A ordinary shares
Other income (expense)
Basic weighted average shares outstanding	8,617,021	15,000,000
Diluted weighted average shares outstanding	8,617,021	15,000,000
Basic net income per ordinary shares	$ 0.36	$ 0.41
Diluted net income per ordinary shares	$ 0.36	$ 0.41
Class B ordinary shares
Other income (expense)
Basic weighted average shares outstanding	3,613,222	3,750,000
Diluted weighted average shares outstanding	3,613,222	3,750,000
Basic net income per ordinary shares	$ 0.36	$ 0.41
Diluted net income per ordinary shares	$ 0.36	$ 0.41

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A ordinary shares Common Stock	Class B ordinary shares Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Feb. 04, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 04, 2021	0	0
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Issuance of Class B ordinary shares to Sponsor		$ 4,313	20,687		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		4,312,500
Excess of cash received over fair value of Private Placement Warrants			32,250		32,250
Remeasurement of Class A ordinary shares to initial redemption amount			$ (52,937)	(15,316,486)	(15,369,423)
Remeasurement of Class A ordinary shares to redemption amount				(30,739)	(30,739)
Forfeiture of Class B ordinary shares		$ (563)		563
Forfeiture of Class B ordinary shares (in shares)		(562,500)
Net income				4,386,819	4,386,819
Balance at the end at Dec. 31, 2021		$ 3,750		(10,959,843)	(10,956,093)
Balance at the end (in shares) at Dec. 31, 2021		3,750,000
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Remeasurement of Class A ordinary shares to redemption amount				(2,317,796)	(2,317,796)
Net income				7,596,243	7,596,243
Balance at the end at Dec. 31, 2022		$ 3,750		$ (5,681,396)	$ (5,677,646)
Balance at the end (in shares) at Dec. 31, 2022		3,750,000

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	$ 4,386,819	$ 7,596,243
Adjustments to reconcile net income to net cash used in operating activities:
Expensed offering costs	407,040
Gain on investments held in Trust Account	(30,739)	(2,317,796)
Gain on change in fair value of warrant liabilities	(5,296,250)	(6,530,000)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(752,958)	516,198
Due from sponsor		(2,058)
Accounts payable and accrued expenses	26,996	158,504
Accrued Expense - Related Party		10,000
Net cash used in operating activities	(1,259,092)	(568,909)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(150,000,000)
Net cash used in investing activities	(150,000,000)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	187,401
Repayment of promissory note - related party	(187,401)	0
Proceeds from initial public offering, net of underwriter's discount paid	147,750,000
Proceeds from sale of Private Placement Warrants	4,837,500	0
Payment of offering costs	(526,463)
Net cash provided by financing activities	152,061,037
Net Change in Cash	801,945	(568,909)
Cash - Beginning of Period		801,945
Cash - End of Period	801,945	233,036
Supplemental disclosure of noncash investing and financing activities:
Remeasurement of Class A ordinary shares subject to redemption amount	(15,400,162)	$ 2,317,796
Deferred underwriting fee payable	5,625,000
Forfeiture of Class B ordinary shares	563
Deferred offering costs paid by sponsor in exchange for Class B ordinary shares	$ 25,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ​ Coliseum Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on February 5, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the year ended December 31, 2022 and for the period from February 5, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of investment income from the proceeds derived from the Initial Public Offering and will recognize other income and expense related to the change in fair value of warrant liabilities. The registration statement for the Initial Public Offering was declared effective on June 22, 2021. On June 25, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is discussed in Note 3. The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The Founder Shares (as defined in Note 5) included an aggregate of up to 562,500 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). Upon the expiration of the over-allotment option on August 6, 2021, 562,500 Founder Shares were forfeited, resulting in an aggregate of 3,750,000 Class B Founder Shares outstanding. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,225,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Coliseum Acquisition Sponsor LLC (the “Sponsor”), generating gross proceeds of $4,837,500, which is described in Note 4. Transaction costs amounted to $9,176,463 consisting of $3,000,000 of underwriting fees, $5,625,000 of deferred underwriting fees, and $551,463 of other offering costs. The Company was reimbursed $750,000 by the underwriter for such transaction costs. In addition, cash of $2,003,361 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. The Company recorded $691,125 of the reimbursement as a reduction of offering costs recorded to equity and $58,875 of the reimbursement as a reduction to expense. Following the closing of the Initial Public Offering on June 25, 2021, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and will be invested only in U.S. government securities with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury bills, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide its 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 held in the Trust Account (initially anticipated to be $10.00 per share), calculated as of two Distinguishing Liabilities from Equity The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association as then in effect (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders have agreed to vote their Founder Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving 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. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares without the Company’s prior written consent. The initial shareholders have agreed to waive (i) their redemption rights with respect to any Founder Shares and Public Shares held by them (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of Class A ordinary shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below). The Company will have until 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 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 other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2022, the Company had $233,036 in cash held outside of the Trust Account, working capital surplus of $276,354 and accumulated deficit of $5,681,396. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. For the year ended December 31, 2022 and for the period from February 5, 2021 (inception) through December 31, 2021, we had loss from operations of $1,251,553 and $533,130 respectively and net cash used in operating activities was $568,909 and $1,259,092 respectively. The Company anticipates that the cash held outside of the Trust Account as of December 31, 2022, will not be sufficient to allow the Company to operate until June 25, 2023, the date at which the Company must complete a Business Combination. While the Company expects to have sufficient access to additional sources of capital under Working Capital Loans (as defined in Note 5), there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available if necessary. Further, if a Business Combination is not consummated by June 25, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through a Business Combination as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 accompanying financial statements and such financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​ In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. The initial valuation of the Public Warrants (as defined in Note 3) and the recurring valuation of the Private Placement Warrants required management to exercise significant judgment in its estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account are U.S. Treasury Securities, which are classified as trading securities with gains and losses recognized in the respective statements of operations. The portion of trading gains and losses for the years ended December 31, 2022 and 2021 that relates to trading securities still held at the reporting dates were gains of $608,531 and $6,643, respectively. Class A Ordinary Shares Subject to Possible Redemption All of the 15,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ ​ December 31, 2022 Class A ordinary shares subject to possible redemption as of January 1, 2022 ​ $ 150,030,739 Plus: ​ ​ Remeasurement of carrying value to redemption value ​ 2,317,796 Class A ordinary shares subject to possible redemption as of December 31, 2022 ​ $ 152,348,535 ​ ​ ​ ​ ​ ​ December 31, 2021 Gross proceeds ​ $ 150,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (7,350,000) Issuance costs allocated to Class A ordinary shares ​ (8,019,423) Plus: ​ Remeasurement of carrying value to redemption value ​ 15,400,162 Class A ordinary shares subject to possible redemption as of December 31, 2021 ​ $ 150,030,739 ​ Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial estimated fair value of the Public Warrants was measured using a Monte Carlo simulation approach. The initial and subsequent fair value estimates of the Private Placement Warrants is measured using a Modified Black-Scholes option pricing model (see Note 9). Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering The Company was reimbursed $750,000 by the underwriter for offering costs associated with the Initial Public Offering. The Company recorded $691,125 of the reimbursement as a reduction of offering costs allocated to Class A ordinary shares and $58,875 of the reimbursement as a reduction to expense. As such, net offering costs recorded to Class A ordinary shares amounted to $8,019,423 and net expensed offering costs amounted to $407,040. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in an interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ For the Period from February 5, 2021 ​ ​ December 31, 2022 ​ (inception) Through December 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net income ​ $ 6,076,994 ​ $ 1,519,249 ​ $ 3,090,806 ​ $ 1,296,013 Denominator: ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 15,000,000 ​ 3,750,000 ​ 8,617,021 ​ 3,613,222 Basic and diluted net income per share ​ $ 0.41 ​ $ 0.41 ​ $ 0.36 ​ $ 0.36 ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses and other current assets, and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. 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.
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING In the Initial Public Offering, the Company sold 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000. Each Unit consisted of one Class A ordinary share and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2022
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,225,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant (for an aggregate purchase price of $4,837,500). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 17, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 4,312,500 Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 562,500 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). Upon the expiration of the over-allotment option on August 6, 2021, 562,500 Class B ordinary shares were forfeited, resulting in an aggregate of 3,750,000 Founder Shares outstanding. A total of five anchor investors purchased 7,440,000 units in the Initial Public Offering at the offering price of $10.00 per unit; one anchor investor purchased 2,235,000 units; three anchor investors each Each anchor investor entered into separate anchor commitment letters with the Company and the Sponsor pursuant to which each anchor investor purchased a specified amount of membership interests from the Sponsor at the closing of the Initial Public Offering, subject to such anchor investor’s acquisition of 100% of the units allocated to it by the underwriters in the Initial Public Offering. The Sponsor will retain voting and dispositive power over the anchor investors’ founder shares until the consummation of the initial business combination, following which time the Sponsor will distribute such founder shares to the anchor investors (subject to applicable lock-up restrictions). The estimated fair value of the founder shares as of the execution of the anchor commitment letters was $5.38 per share, or $2,994,491 in the aggregate, which was $2,159,708 in excess of the amount paid by anchor investors for this interest. The initial shareholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds (i) $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination or (ii) $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 75 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note — Related Party On February 17, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $400,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $187,401 was repaid at the closing of the Initial Public Offering on June 25, 2021. No additional borrowings have been made under this arrangement. Administrative Services Agreement The Company entered into an agreement, commencing on June 22, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for administrative, financial and support services. Upon the completion of a Business Combination, the Company will cease paying these monthly fees. Under this agreement $120,000 and $60,000 of expenses were incurred for the year ended December 31, 2022 and for the period from February 5, 2021 (inception) through December 31, 2021. As of December 31, 2022 and 2021, $10,000 and $0 amounts related to this agreement were owed to the Sponsor. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in 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 is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. The Company has not made any borrowings under the Working Capital Loans through the date of this filing.

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2022
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Agreement 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 issued upon conversion of the Working Capital Loans) are entitled to registration rights 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 will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions, which the underwriter did not exercise and which expired on August 6, 2021. The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $3,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.375 per Unit, or $5,625,000 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter 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. The underwriter paid $750,000 to the Company to reimburse certain of the Company’s expenses in connection with the Initial Public Offering.

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2022
WARRANTS.
WARRANTS	NOTE 7. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available, including in connection with a cashless exercise permitted as a result of a notice of redemption. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the issuance of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within sixty (60) business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement (other than any such period as may be necessary in connection with the preparation and filing of a post-effective amendment to any registration statement following the filing of the Company’s Annual Report on Form 10-K for its first completed fiscal year following the consummation of a Business Combination), exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 - ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of 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 warrants become redeemable by the Company, the Company 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. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 - ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference based on the redemption date and the fair market value of the Class A ordinary shares, subject to certain exceptions; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The fair market value of the Company’s Class A ordinary shares shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a 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 a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. At December 31, 2022 and 2021, there were 5,000,000 Public Warrants and 3,225,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Refer to Note 9 for additional information on the fair value measurements of these warrants.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2022
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	NOTE 8. SHAREHOLDERS’ DEFICIT Preferred shares Class A ordinary shares Class B ordinary shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to a Business Combination, holders of the Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	12 Months Ended
	Dec. 31, 2022
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT	NOTE 9. FAIR VALUE MEASUREMENT The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, respectively, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ Description at Fair Value Level 1 Level 2 Level 3 December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Money Market Instruments - U.S. Treasury Securities ​ $ 152,348,309 ​ $ 152,348,309 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability - Public Warrants ​ $ 200,000 ​ $ 200,000 ​ $ — ​ $ — Warrant liability - Private Placement Warrants ​ $ 129,000 ​ $ — ​ $ — ​ $ 129,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ ​ ​ ​ ​ ​ Description ​ at Fair Value ​ Level 1 ​ Level 2 ​ Level 3 December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Money Market Instruments - U.S. Treasury Securities ​ $ 150,029,994 ​ $ 150,029,994 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability - Public Warrants ​ $ 4,150,000 ​ $ 4,150,000 ​ $ — ​ $ — Warrant liability - Private Placement Warrants ​ $ 2,709,000 ​ $ — ​ $ — ​ $ 2,709,000 ​ The cost basis of the Money Market Instruments – U.S. Treasury Securities held in the Trust Account as of December 31, 2022 and 2021 was $151,739,777 and $150,023,351, respectively. The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2022 and 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker MITAW. The quoted price of the Public Warrants was $0.04 and $0.83 per warrant as of December 31, 2022 and 2021, respectively. The Company utilizes a Modified Black-Scholes method to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement Warrants are determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price, volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the date of valuation for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement after the Public Warrants were separately listed and traded. The following table provides the significant inputs to the Modified Black-Scholes method for the fair value of the Private Placement Warrants: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2022 At December 31, 2021 Stock price ​ $ 10.04 ​ $ 9.72 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Probability of completing a Business Combination ​ ​ * ​ ​ * ​ Dividend yield ​ — % — % Expected term (in years) ​ 5.48 ​ 6.58 ​ Volatility ​ 0.50 % 11.60 % Risk-free rate ​ 3.98 % 1.36 % Fair value of warrants** ​ $ 0.04 ​ $ 0.84 ​ * The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants. ** Since the Black-Scholes model did not produce a meaningful volatility for the Private Placement Warrants as of December 31,2022, the fair value of the Private Placement Warrants were set equal to the fair value of the Public Warrants. The fair value of the Private Placement Warrants was $0.04 and $0.84 per warrant as of December 31,2022 and 2021, respectively. The following table provides the changes in the fair value of warrants liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant ​ ​ Private Placement ​ Public ​ Liabilities Fair value at February 5, 2021 (inception) ​ $ — ​ $ — ​ $ — Initial measurement at June 25, 2021 ​ 4,805,250 ​ 7,350,000 ​ 12,155,250 Change in fair value ​ (2,096,250) ​ (3,200,000) ​ (5,296,250) Fair value at December 31, 2021 ​ $ 2,709,000 ​ $ 4,150,000 ​ $ 6,859,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant ​ ​ Private Placement ​ Public ​ Liabilities Fair value at January 1, 2022 ​ $ 2,709,000 ​ $ 4,150,000 ​ $ 6,859,000 Change in fair value ​ (2,580,000) ​ (3,950,000) ​ (6,530,000) Fair value at December 31, 2022 ​ $ 129,000 ​ $ 200,000 ​ $ 329,000 ​ The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: ​ ​ ​ ​ ​ Fair value at February 5, 2021 (inception) $ — Initial measurement at June 25, 2021 ​ 12,155,250 Change in fair value ​ (5,296,250) Transfer of Public Warrants to Level 1 measurement ​ (4,150,000) Fair value as of December 31, 2021 ​ $ 2,709,000 ​ ​ ​ ​ ​ Fair value as of January 1, 2022 $ 2,709,000 Change in fair value ​ (2,580,000) Fair value as of December 31, 2022 ​ $ 129,000 ​ The Company recognized gains in connection with changes in the fair value of warrant liabilities of $6,530,000 and $5,296,250 within change in fair value of warrant liabilities in the statement of operations for the year ended December 31, 2022 and for the period from February 5, 2021 (inception) through December 31, 2021, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS On March 21, 2023, the Company received a written notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market indicating that the Company was not in compliance with Listing Rule 5550(a)(3), which requires the Company to have at least 300 public holders for continued listing on the Nasdaq Capital Market. The Company is monitoring the number of holders of its Class A ordinary shares and will consider options available to it to potentially achieve compliance. Refer to the Form 8-K filed with the SEC by the Company on March 27, 2023. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the above, the Company did not identify any subsequent events that required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. The initial valuation of the Public Warrants (as defined in Note 3) and the recurring valuation of the Private Placement Warrants required management to exercise significant judgment in its estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account are U.S. Treasury Securities, which are classified as trading securities with gains and losses recognized in the respective statements of operations. The portion of trading gains and losses for the years ended December 31, 2022 and 2021 that relates to trading securities still held at the reporting dates were gains of $608,531 and $6,643, respectively.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption All of the 15,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ ​ December 31, 2022 Class A ordinary shares subject to possible redemption as of January 1, 2022 ​ $ 150,030,739 Plus: ​ ​ Remeasurement of carrying value to redemption value ​ 2,317,796 Class A ordinary shares subject to possible redemption as of December 31, 2022 ​ $ 152,348,535 ​ ​ ​ ​ ​ ​ December 31, 2021 Gross proceeds ​ $ 150,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (7,350,000) Issuance costs allocated to Class A ordinary shares ​ (8,019,423) Plus: ​ Remeasurement of carrying value to redemption value ​ 15,400,162 Class A ordinary shares subject to possible redemption as of December 31, 2021 ​ $ 150,030,739 ​
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial estimated fair value of the Public Warrants was measured using a Monte Carlo simulation approach. The initial and subsequent fair value estimates of the Private Placement Warrants is measured using a Modified Black-Scholes option pricing model (see Note 9).
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering The Company was reimbursed $750,000 by the underwriter for offering costs associated with the Initial Public Offering. The Company recorded $691,125 of the reimbursement as a reduction of offering costs allocated to Class A ordinary shares and $58,875 of the reimbursement as a reduction to expense. As such, net offering costs recorded to Class A ordinary shares amounted to $8,019,423 and net expensed offering costs amounted to $407,040.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in an interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.
Net Income Per Ordinary Share	Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ For the Period from February 5, 2021 ​ ​ December 31, 2022 ​ (inception) Through December 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net income ​ $ 6,076,994 ​ $ 1,519,249 ​ $ 3,090,806 ​ $ 1,296,013 Denominator: ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 15,000,000 ​ 3,750,000 ​ 8,617,021 ​ 3,613,222 Basic and diluted net income per share ​ $ 0.41 ​ $ 0.41 ​ $ 0.36 ​ $ 0.36 ​
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses and other current assets, and accounts payable and accrued expenses approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value.
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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of Class A common stock reflected on the balance sheet	​ ​ ​ ​ ​ ​ December 31, 2022 Class A ordinary shares subject to possible redemption as of January 1, 2022 ​ $ 150,030,739 Plus: ​ ​ Remeasurement of carrying value to redemption value ​ 2,317,796 Class A ordinary shares subject to possible redemption as of December 31, 2022 ​ $ 152,348,535 ​ ​ ​ ​ ​ ​ December 31, 2021 Gross proceeds ​ $ 150,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (7,350,000) Issuance costs allocated to Class A ordinary shares ​ (8,019,423) Plus: ​ Remeasurement of carrying value to redemption value ​ 15,400,162 Class A ordinary shares subject to possible redemption as of December 31, 2021 ​ $ 150,030,739 ​
Schedule of the calculation of basic and diluted net income per ordinary share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ For the Period from February 5, 2021 ​ ​ December 31, 2022 ​ (inception) Through December 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net income ​ $ 6,076,994 ​ $ 1,519,249 ​ $ 3,090,806 ​ $ 1,296,013 Denominator: ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 15,000,000 ​ 3,750,000 ​ 8,617,021 ​ 3,613,222 Basic and diluted net income per share ​ $ 0.41 ​ $ 0.41 ​ $ 0.36 ​ $ 0.36 ​

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	12 Months Ended
	Dec. 31, 2022
FAIR VALUE MEASUREMENT
Schedule of financial assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ Description at Fair Value Level 1 Level 2 Level 3 December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Money Market Instruments - U.S. Treasury Securities ​ $ 152,348,309 ​ $ 152,348,309 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability - Public Warrants ​ $ 200,000 ​ $ 200,000 ​ $ — ​ $ — Warrant liability - Private Placement Warrants ​ $ 129,000 ​ $ — ​ $ — ​ $ 129,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ ​ ​ ​ ​ ​ Description ​ at Fair Value ​ Level 1 ​ Level 2 ​ Level 3 December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Money Market Instruments - U.S. Treasury Securities ​ $ 150,029,994 ​ $ 150,029,994 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ Warrant liability - Public Warrants ​ $ 4,150,000 ​ $ 4,150,000 ​ $ — ​ $ — Warrant liability - Private Placement Warrants ​ $ 2,709,000 ​ $ — ​ $ — ​ $ 2,709,000 ​
Schedule of provides the significant inputs for the fair value of the Public and Private Placement Warrant	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2022 At December 31, 2021 Stock price ​ $ 10.04 ​ $ 9.72 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Probability of completing a Business Combination ​ ​ * ​ ​ * ​ Dividend yield ​ — % — % Expected term (in years) ​ 5.48 ​ 6.58 ​ Volatility ​ 0.50 % 11.60 % Risk-free rate ​ 3.98 % 1.36 % Fair value of warrants** ​ $ 0.04 ​ $ 0.84 ​ * The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants. ** Since the Black-Scholes model did not produce a meaningful volatility for the Private Placement Warrants as of December 31,2022, the fair value of the Private Placement Warrants were set equal to the fair value of the Public Warrants. The fair value of the Private Placement Warrants was $0.04 and $0.84 per warrant as of December 31,2022 and 2021, respectively.
Summary of the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant ​ ​ Private Placement ​ Public ​ Liabilities Fair value at February 5, 2021 (inception) ​ $ — ​ $ — ​ $ — Initial measurement at June 25, 2021 ​ 4,805,250 ​ 7,350,000 ​ 12,155,250 Change in fair value ​ (2,096,250) ​ (3,200,000) ​ (5,296,250) Fair value at December 31, 2021 ​ $ 2,709,000 ​ $ 4,150,000 ​ $ 6,859,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant ​ ​ Private Placement ​ Public ​ Liabilities Fair value at January 1, 2022 ​ $ 2,709,000 ​ $ 4,150,000 ​ $ 6,859,000 Change in fair value ​ (2,580,000) ​ (3,950,000) ​ (6,530,000) Fair value at December 31, 2022 ​ $ 129,000 ​ $ 200,000 ​ $ 329,000 ​ The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: ​ ​ ​ ​ ​ Fair value at February 5, 2021 (inception) $ — Initial measurement at June 25, 2021 ​ 12,155,250 Change in fair value ​ (5,296,250) Transfer of Public Warrants to Level 1 measurement ​ (4,150,000) Fair value as of December 31, 2021 ​ $ 2,709,000 ​ ​ ​ ​ ​ Fair value as of January 1, 2022 $ 2,709,000 Change in fair value ​ (2,580,000) Fair value as of December 31, 2022 ​ $ 129,000 ​

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			11 Months Ended	12 Months Ended
	Aug. 06, 2021 shares	Jun. 25, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum				1
Under writing option period	45 days	45 days
Transaction Costs				$ 9,176,463
Underwriting fees				3,000,000
Deferred underwriting fee payable			$ 5,625,000	5,625,000
Other offering costs				551,463
Due to sponsor for certain reimbursable expenses				750,000
Cash held outside the Trust Account				2,003,361
Due to sponsor for certain reimbursable expenses, recorded to equity				691,125
Due to sponsor for certain reimbursable expenses, reduction to expense				$ 58,875
Payments for investment of cash in trust account			150,000,000
Redemption of shares calculated based on business days prior to consummation of business combination (in days)				2 days
Condition for future business combination threshold net tangible assets				$ 5,000,001
Redemption limit percentage without prior consent				15
Obligation to redeem public shares if entity does not complete a business combination (as a percent)				100%
Threshold business days for redemption of public share				10 days
Aggregate purchase price			4,837,500	$ 0
Cash			801,945	233,036
Working Capital				276,354
Accumulated deficit			(10,959,843)	(5,681,396)
Loss from operations			533,130	1,251,553
Net cash used in operating activities			$ (1,259,092)	$ (568,909)
Class B ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Shares subject to forfeiture | shares	562,500
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders				20%
Common shares, shares outstanding | shares			3,750,000	3,750,000
Founder share
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Common shares, shares outstanding | shares	3,750,000			3,750,000
Founder share | Class B ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Shares subject to forfeiture | shares		562,500
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Units, net of underwriting discounts (in shares) | shares		15,000,000		15,000,000
Purchase price, per unit | $ / shares		$ 10		$ 10
Proceeds from issuance initial public offering		$ 150,000,000
Payments for investment of cash in trust account		$ 150,000,000
Months to complete acquisition				24 months
Maximum allowed dissolution expenses				$ 100,000
Initial Public Offering | Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to purchase shares issued | shares				3,225,000
Price of warrant | $ / shares				$ 1.50
Aggregate purchase price				$ 4,837,500
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Units, net of underwriting discounts (in shares) | shares	2,250,000	2,250,000
Over-allotment option | Class B ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares forfeited | shares	562,500
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders		20%

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Trading Securities gains and losses	$ 608,531	$ 6,643
Transaction costs	9,176,463
Underwriting fees	3,000,000
Deferred underwriting fee payable	5,625,000	$ 5,625,000
Other offering costs	551,463
Due to sponsor for certain reimbursable expenses	750,000
Due to sponsor for certain reimbursable expenses, recorded to equity	691,125
Offering costs	8,019,423
Offering cost expensed	407,040
Due to sponsor for certain reimbursable expenses, reduction to expense	58,875
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	$ 0
Anti-dilutive securities attributable to warrants (in shares)	8,225,000
Public Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction costs	$ 465,915
Class A ordinary shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction costs	$ 8,710,548
Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature	15,000,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A ordinary shares reflected in the condensed balance sheet (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A ordinary shares subject to possible redemption as of January 1	$ 150,030,739
Gross proceeds		$ 150,000,000
Less:
Proceeds allocated to Public Warrants		(7,350,000)
Issuance costs allocated to Class A ordinary shares		(8,019,423)
Plus:
Remeasurement of carrying value to redemption amount	2,317,796	15,400,162
Class A ordinary shares subject to possible redemption as of December 31	$ 152,348,535	$ 150,030,739

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A ordinary shares
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Net income	$ 3,090,806	$ 6,076,994
Denominator:
Basic weighted average shares outstanding	8,617,021	15,000,000
Diluted weighted average shares outstanding	8,617,021	15,000,000
Basic net income per ordinary share	$ 0.36	$ 0.41
Diluted net income per ordinary share	$ 0.36	$ 0.41
Class B ordinary shares
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Net income	$ 1,296,013	$ 1,519,249
Denominator:
Basic weighted average shares outstanding	3,613,222	3,750,000
Diluted weighted average shares outstanding	3,613,222	3,750,000
Basic net income per ordinary share	$ 0.36	$ 0.41
Diluted net income per ordinary share	$ 0.36	$ 0.41

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)			12 Months Ended
	Aug. 06, 2021	Jun. 25, 2021	Dec. 31, 2022
INITIAL PUBLIC OFFERING
Under writing option period	45 days	45 days
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold		15,000,000	15,000,000
Purchase price, per unit		$ 10	$ 10
Gross Proceeds			$ 150,000,000
Number of shares in a unit			1
Number of warrants in a unit			0.33
Number of shares issuable per warrant			1
Exercise price of warrants			$ 11.50
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	2,250,000	2,250,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
PRIVATE PLACEMENT
Aggregate purchase price	$ 4,837,500	$ 0
Private Placement
PRIVATE PLACEMENT
Number of warrants to purchase shares issued		3,225,000
Price of warrants		$ 1.50
Aggregate purchase price		$ 4,837,500
Number of shares per warrant		1
Exercise price of warrant		$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)		11 Months Ended	12 Months Ended
	Feb. 17, 2021 USD ($) D $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Aug. 06, 2021 shares	Jun. 25, 2021 shares
RELATED PARTY TRANSACTIONS
Aggregate purchase price | $		$ 25,000
Estimated fair value of the founder shares (Per Shares) | $ / shares			$ 5.38
Estimated fair value of the founder shares | $			$ 2,994,491
Excess of the amount paid | $			$ 2,159,708
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination			30 days
Class B ordinary shares
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture				562,500
Common shares, shares outstanding		3,750,000	3,750,000
Class A ordinary shares
RELATED PARTY TRANSACTIONS
Common shares, shares outstanding		0	0
$12.00 Per Share
RELATED PARTY TRANSACTIONS
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 12
$18.00 per share
RELATED PARTY TRANSACTIONS
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares	$ 18
Sponsor | Class B ordinary shares
RELATED PARTY TRANSACTIONS
Aggregate purchase price | $	$ 25,000
Number of shares issued	4,312,500
Maximum shares subject to forfeiture	562,500
Percentage of issued and outstanding shares collectively held by initial stockholders	20%
Founder share
RELATED PARTY TRANSACTIONS
Common shares, shares outstanding			3,750,000	3,750,000
Percentage of anchor investors acquisition of the units allocated to it by the underwriters			100%
Founder share | Five anchor investors
RELATED PARTY TRANSACTIONS
Number of units sold			7,440,000
Offering price | $ / shares			$ 10
Founder share | One anchor investor
RELATED PARTY TRANSACTIONS
Number of units sold			2,235,000
Founder share | First anchor investor
RELATED PARTY TRANSACTIONS
Number of units sold			1,485,000
Founder share | Second anchor investor
RELATED PARTY TRANSACTIONS
Number of units sold			1,485,000
Founder share | Second anchor investor
RELATED PARTY TRANSACTIONS
Number of units sold			1,485,000
Founder share | Remaining one anchor investor
RELATED PARTY TRANSACTIONS
Number of units sold			750,000
Founder share | Class B ordinary shares
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture					562,500
Founder share | $12.00 Per Share
RELATED PARTY TRANSACTIONS
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days
Founder share | $18.00 per share
RELATED PARTY TRANSACTIONS
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	75 days
Founder share | Sponsor | Class A ordinary shares
RELATED PARTY TRANSACTIONS
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination			1 year

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Feb. 17, 2021
RELATED PARTY TRANSACTIONS
Repayment of promissory note - related party	$ 187,401	$ 0
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note			$ 400,000
Repayment of promissory note - related party		187,401
Related Party Loans | Working capital loans warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant		$ 1,500,000
Price of warrant		$ 1.50
Administrative Services Agreement
RELATED PARTY TRANSACTIONS
Expenses per month		$ 10,000
Expenses incurred and paid	60,000	120,000
Amount recorded in accounts payable and accrued expenses	$ 0	$ 10,000

COMMITMENTS (Details)

COMMITMENTS (Details)			12 Months Ended
	Aug. 06, 2021 shares	Jun. 25, 2021	Dec. 31, 2022 USD ($) $ / shares
COMMITMENTS
Maximum number of demands for registration of securities			3
Under writing option period	45 days	45 days
Number Of Units Granted To Underwriters | shares	2,250,000
Deferred fee per unit | $ / shares			$ 0.375
Underwriting discount, per unit | $ / shares			$ 0.20
Deferred Underwriting Commissions			$ 5,625,000
Underwriter Cash Paid			750,000
Sale of Stock Underwriting Discounts and Commissions			$ 3,000,000

WARRANTS - Additional Informati

WARRANTS - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 D $ / shares shares
Multiplier used in calculating warrant exercise price	0.361
Warrants exercisable term from the completion of business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
Threshold period for filling registration statement after business combination	15 days
Public Warrants expiration term	5 years
Percentage of gross proceeds on total equity proceeds	60%
Adjustment of exercise price of warrants based on market value (as a percent)	115%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Threshold trading days for redemption of public warrants	20 days
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Trading Days	20 days
Common Stock, Trading Days On Which Fair Market Value Of Shares Is Reported | D	10
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis.	60 days
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ / shares	$ 9.20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%
Threshold trading days for calculating Market Value | item | D	20
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 [Member]
Stock price trigger for redemption of public warrants	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption period	30 days
Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 [Member]
Stock price trigger for redemption of public warrants	$ 10
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Public Warrants
Warrants Issued | shares	5,000,000
Private Warrants
Warrants Issued | shares	3,225,000

SHAREHOLDERS' EQUITY - Preferre

SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
SHAREHOLDERS' EQUITY
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred stock, par value, (per share)	$ 0.001	$ 0.001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

SHAREHOLDERS' EQUITY - Common S

SHAREHOLDERS' EQUITY - Common Stock Shares (Details)	12 Months Ended
	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Aug. 06, 2021 shares	Jun. 25, 2021 shares
Class of Stock [Line Items]
Number of Class A common stock issued upon conversion of each share (in shares)	1
Founder Share [Member]
Class of Stock [Line Items]
Common shares, shares outstanding (in shares)	3,750,000		3,750,000
Common Class A [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.001	$ 0.001
Common shares, shares issued (in shares)	15,000,000	15,000,000
Common shares, shares outstanding (in shares)	0	0
Temporary equity, shares outstanding	15,000,000
Common Class B [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000	50,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.001	$ 0.001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	3,750,000	3,750,000
Common shares, shares outstanding (in shares)	3,750,000	3,750,000
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders	20%
Number Of Shares Subject To Forfeiture			562,500
Common Class B [Member] | Founder Share [Member]
Class of Stock [Line Items]
Number Of Shares Subject To Forfeiture				562,500
Class A Common Stock Subject to Redemption [Member]
Class of Stock [Line Items]
Temporary equity, shares outstanding	15,000,000	15,000,000

FAIR VALUE MEASUREMENT (Details

FAIR VALUE MEASUREMENT (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Liabilities
Warranty liabilities	$ 329,000	$ 6,859,000
Public Warrants
Liabilities
Warranty liabilities	200,000	4,150,000
Private Placement Warrants [Member]
Liabilities
Warranty liabilities	129,000	2,709,000
US Treasury Securities [Member] | Recurring
Assets:
Assets held in Trust Account	152,348,309	150,029,994
Level 1 | Public Warrants
Liabilities
Warranty liabilities	200,000	4,150,000
Level 1 | US Treasury Securities [Member] | Recurring
Assets:
Assets held in Trust Account	152,348,309	150,029,994
Level 3 | Private Placement Warrants [Member]
Liabilities
Warranty liabilities	$ 129,000	$ 2,709,000

FAIR VALUE MEASUREMENT - Level

FAIR VALUE MEASUREMENT - Level 3 Fair Value Measurements Inputs (Details) - Private Placement Warrants [Member]	Dec. 31, 2022 $ / shares	Dec. 31, 2022 Y	Dec. 31, 2022	Dec. 31, 2022 USD ($)	Dec. 31, 2021 $ / shares	Dec. 31, 2021 Y	Dec. 31, 2021	Dec. 31, 2021 USD ($)
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	10.04				9.72
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50				11.50
Expected term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input | Y		5.48				6.58
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input			0.50				11.60
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input			3.98				1.36
Fair value of warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.04			0.04	0.84			0.84

FAIR VALUE MEASUREMENT - Change

FAIR VALUE MEASUREMENT - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)		6 Months Ended	12 Months Ended
	Jun. 25, 2021	Dec. 31, 2021	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period			$ 2,709,000
Initial measurement at June 25, 2021	$ 12,155,250
Change in fair value		$ (5,296,250)	$ (2,580,000)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]			Fair Value Adjustment of Warrants
Transfer of Public Warrants to Level 1 measurement		(4,150,000)
Fair value at ending of period		2,709,000	$ 129,000
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period			4,150,000
Initial measurement at June 25, 2021	7,350,000
Change in fair value		(3,200,000)	(3,950,000)
Fair value at ending of period		4,150,000	200,000
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period			2,709,000
Initial measurement at June 25, 2021	4,805,250
Change in fair value		(2,096,250)	(2,580,000)
Fair value at ending of period		2,709,000	129,000
Warrant Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period			6,859,000
Initial measurement at June 25, 2021	$ 12,155,250
Change in fair value		(5,296,250)	(6,530,000)
Fair value at ending of period		$ 6,859,000	$ 329,000

FAIR VALUE MEASUREMENT - Additi

FAIR VALUE MEASUREMENT - Additional information (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Quoted price of the Public Warrants	$ 0.83	$ 0.04
Gain on change in fair value of warrant liabilities	$ 5,296,250	$ 6,530,000
Private Placement Warrants | Fair value of warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.84	0.04
USTreasurySecuritiesMember | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	$ 150,029,994	$ 152,348,309
USTreasurySecuritiesMember | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	$ 150,023,351	$ 151,739,777