Healthcare AI Acquisition (HAIAW) 10-K 31 Mar 23 2022 FY Annual report Financial data

Cover Page

Cover Page - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Sep. 30, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	Healthcare AI Acquisition Corp.
Entity Central Index Key	0001848861
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity File Number	001-41145
Entity Tax Identification Number	98-1585450
Entity Address, Address Line One	190 Elgin Avenue
Entity Address, Address Line Two	George Town
Entity Address, City or Town	Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	10177
City Area Code	345
Local Phone Number	815-8548
Entity Interactive Data Current	Yes
Entity Public Float			$ 217,560
Entity Incorporation, State or Country Code	E9
Document Annual Report	true
Document Transition Report	false
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Auditor Name	Marcum LLP
Auditor Location	West Palm Beach, FL
Auditor Firm ID	688
Documents Incorporated by Reference	Documents Incorporated by Reference: None.
Class A Ordinary Shares
Document Information [Line Items]
Trading Symbol	HAIA
Entity Common Stock, Shares Outstanding		21,562,401
Security Exchange Name	NASDAQ
Title of 12(b) Security	Shares of Class A Ordinary Shares included as part of the units
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,390,600
Units
Document Information [Line Items]
Trading Symbol	HAIAU
Security Exchange Name	NASDAQ
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant
Warrants
Document Information [Line Items]
Trading Symbol	HAIAW
Security Exchange Name	NASDAQ
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A Ordinary Share

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 401,275	$ 2,500,000
Prepaid expenses	222,834	525,552
Total current assets	624,109	3,025,552
Prepaid expenses, non-current		219,835
Cash and investments held in trust account	223,048,887	219,936,490
Total assets	223,672,996	223,181,877
Current liabilities:
Accrued offering costs and expenses	28,655	1,377,113
Promissory note - related party		246,766
Due to related party	127,095	7,095
Overallotment liability		155,881
Total current liabilities	155,750	1,786,855
Warrant liability	1,314,370	12,048,389
Deferred liabilities	317,285	257,285
Deferred underwriting commissions	7,546,840	7,546,840
Total liabilities	9,334,245	21,639,369
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 21,562,401 shares at redemption value of $10.34 and $10.20 at December 31, 2022 and 2021	223,048,887	219,936,490
Shareholders' Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at December 31, 2022 and 2021
Accumulated deficit	(8,710,675)	(18,394,557)
Total Shareholders' Deficit	(8,710,136)	(18,393,982)
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit	223,672,996	223,181,877
Class B Ordinary Shares
Shareholders' Deficit:
Common stock value	$ 539	$ 575

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
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 authorized	21,562,401	21,562,401
Temporary equity, redemption price per share	$ 10.34	$ 10.2
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B Ordinary Shares
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	5,390,600	5,750,000
Common stock, shares outstanding	5,390,600	5,750,000

Statement of Operations

Statement of Operations - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Formation and operating costs	$ 2,692,120	$ 1,206,054
Loss from operations	(2,692,120)	(1,206,054)
Other income:
Change in fair value of warrant liability	13,362,758	10,734,019
Interest income on investments held in trust account		3,112,397
Change in fair value of over-allotment liability	45,383	155,881
Total other income	13,408,141	14,002,297
Net income	$ 10,716,021	$ 12,796,243
Class A Ordinary Shares
Other income:
Weighted average shares outstanding, basic	1,201,620	21,562,401
Weighted average shares outstanding, diluted	1,201,620	21,562,401
Net income per ordinary share, basic	$ 1.32	$ 0.49
Net income per ordinary share, diluted	$ 1.32	$ 0.49
Class B Ordinary Shares
Other income:
Weighted average shares outstanding, basic	6,893,769	4,399,288
Weighted average shares outstanding, diluted	6,893,769	4,399,288
Net income per ordinary share, basic	$ 1.32	$ 0.49
Net income per ordinary share, diluted	$ 1.32	$ 0.49

Statements of Changes in Shareh

Statements of Changes in Shareholders' Deficit - USD ($)	Total	Class A Ordinary Shares	Class B Ordinary Shares	Ordinary Shares Class A Ordinary Shares	Ordinary Shares Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit
Balance at Feb. 11, 2021	$ 0			$ 0	$ 0	$ 0	$ 0
Balance, shares at Feb. 11, 2021				0	0
Class B ordinary shares issued to initial shareholders	25,000				$ 575	24,425
Class B ordinary shares issued to initial shareholders, shares					5,750,000
Accretion of ordinary shares subject to possible redemption	(24,822,523)					4,288,055	(29,110,578)
Excess proceeds received over initial fair value of Private Placement Warrants	(4,312,480)					(4,312,480)
Forfeiture of 359,400 Class B ordinary shares upon expiration of overallotment option, shares			359,400
Net income (loss)	10,716,021	$ 1,590,607	$ 9,125,414				10,716,021
Balance at Dec. 31, 2021	(18,393,982)			$ 0	$ 575	0	(18,394,557)
Balance, shares at Dec. 31, 2021				0	5,750,000
Forfeiture of 359,400 Class B ordinary shares upon expiration of overallotment option	36				$ (36)		36
Forfeiture of 359,400 Class B ordinary shares upon expiration of overallotment option, shares			359,400		(359,400)
Re-measurement of Class A ordinary shares subject to possible redemption	(3,112,397)						(3,112,397)
Net income (loss)	12,796,243	$ 10,627,880	$ 2,618,363				12,796,243
Balance at Dec. 31, 2022	$ (8,710,136)			$ 0	$ 539	$ 0	$ (8,710,675)
Balance, shares at Dec. 31, 2022				0	5,390,600

Statements of Changes in Shar_2

Statements of Changes in Shareholders' Deficit (Parenthetical) - shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class B Ordinary Shares
Forfeiture of Class B ordinary shares upon expiration of overallotment option, shares	359,400	359,400

Statements of Cash Flows

Statements of Cash Flows - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ 10,716,021	$ 12,796,243
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation and operating costs paid by Sponsor	25,560
Interest earned on investments held in trust		(3,112,397)
Change in warrant liability	(13,362,758)	(10,734,019)
Change in overallotment liability	(45,383)	(155,881)
Changes in operating assets and liabilities:
Prepaid assets	(745,387)	522,553
Accrued offering costs and expenses	826,424	(1,348,458)
Due to related party	7,095	120,000
Deferred liabilities		60,000
Net cash used in operating activities	(2,578,428)	(1,851,959)
Cash flows from financing activities:
Investment in cash in Trust Account	(219,936,490)
Net cash used in investing activities	(219,936,490)
Cash flows from financing activities:
Proceeds from initial public offering, net of costs and fair value of warrant	213,889,958
Proceeds from private placement units	11,124,960
Payment of promissory note to related party		(246,766)
Net cash (used in) provided by financing activities	225,014,918	(246,766)
Net change in cash	2,500,000	(2,098,725)
Cash, beginning of the period		2,500,000
Cash, end of the period	2,500,000	401,275
Supplemental disclosure of cash flow information:
Class B ordinary shares issued to initial shareholders	25,000
Accretion of Class A ordinary shares subject to possible redemption	219,936,490	3,112,397
Deferred underwriting payable charged to additional paid-in capital	7,546,840
Deferred offering cost included in accrued offering costs and expenses	820,574
Deferred offering costs paid by related party	246,206
Initial value of warrant liability	$ 25,411,147
Forfeiture of 359,400 Class B ordinary shares upon expiration of overallotment option		$ 36

Statements of Cash Flows (Paren

Statements of Cash Flows (Parenthetical) - shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class B Ordinary Shares
Forfeiture of Class B ordinary shares upon expiration of overallotment option, shares	359,400	359,400

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 - Organization and Business Operations Healthcare AI Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on February 12, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 12, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s IPO was declared effective on December 9, 2021 (the “Effective Date”). On December 14, 2021, the Company consummated the IPO of 21,562,401 units, including the issuance of 1,562,401 units as a result of the underwriters’ partial exercise of the over-allotment option (the “Units” and, with respect to the ordinary shares and warrants included in the Units being offered, the “Public Shares” and “Public Warrants,” respectively), at $10.00 per Unit, generating gross proceeds of $215,624,010, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 11,124,960 warrants (the “Private Placement Warrants”), (including 624,960 Private Placement Warrants in connection with the partial exercise of the underwriters’ overallotment option), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $11,124,960, which is discussed in Note 4. Transaction costs amounted to $12,926,100 consisting of $4,312,480 of underwriting discount, $7,546,840 of deferred underwriting discount and $1,066,780 of other offering costs. In addition, $2,500,000 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete an initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete an initial Business Combination successfully. Following the closing of the IPO on December 14, 2021, an amount of $219,936,490 ($10.20 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in a Trust Account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government securities, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the IPO , subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within 18 months from the closing of the IPO, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the public shareholders. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination at a per-share The Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC“) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with an initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an initial Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the initial Business Combination. The Company will have only 18 months from the closing of the IPO to consummate the initial Business Combination (the “Combination Period”). If the Company has not consummated an initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten per-share The initial shareholders, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fail to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fail to complete the initial Business Combination within the prescribed time frame), (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (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 entered into a written letter of intent, confidentiality or other similar agreement or an initial Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of December 31, 2022 and 2021, the Company had $401,275 and $2,500,000, respectively, in its operating bank account, and working capital of $468,359 and $1,238,697, respectively. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. The Company anticipates that the cash held outside of the Trust Account as of December 31, 2022 might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, certain of the Company’s officers and directors (see Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. The Company has until June 14, 2023 to consummate a business combination. It is uncertain that the Company will be able to consummate a business combination by either the date of consummation of a business combination or June 14, 2023. If a business combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB ASU 2014-15, The Company can raise additional capital through Working Capital Loans from the initial shareholders, certain of the Company’s officers, and directors (see Note 5), or through loans from third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of the action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. As of the date of these financial statements, the impact of this action and related sanctions on the world economy is not determinable. While it is reasonably possible that the action could have a negative effect on the Company’s financial position, results of its operations, and cash flows, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status 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. 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 Use of Estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the current year’s presentation. Such reclassifications have no effect on net income (loss) as previously reported. 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $401,275 and $2,500,000 in cash held in its operating account as of December 31, 2022 and 2021, respectively. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Cash and Investments Held in Trust Account At December 31, 2022 and 2021, the Company held $223,048,887 and $219,936,490 in the Trust Account assets which consisted entirely of investments in money market funds and cash, respectively. Investments in money market funds are recognized at fair value and are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed Warrant Liabilities The 21,906,161 warrants (10,781,201 Public Warrants and 11,124,960 Private Placement Warrants) issued in connection with the IPO are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement non-current Net Income Per Ordinary Share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Year Ended December 31, For the Period from February 12, 2021 (inception) through December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 10,627,880 $ 2,618,363 $ 1,590,607 $ 9,125,414 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 21,562,401 4,399,288 1,201,620 6,893,769 Basic and diluted net income per ordinary share $ 0.49 $ 0.49 $ 1.32 $ 1.32 Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the Shareholders’ deficit section of the Company’s balance sheet. The dissolution expense of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2022 and 2021, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 215,624,010 Overfunding from private placement 4,312,480 Less: Proceeds allocated to Public Warrants (12,506,193 ) Class A ordinary shares issuance (12,115,066 ) Proceeds allocated to overallotment liability (201,264 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 24,822,523 Contingently redeemable ordinary shares as of December 31, 2021 219,936,490 Plus: Accretion of Class A ordinary shares subject to possible redemption 3,112,397 Contingently redeemable ordinary shares as of December 31, 2022 $ 223,048,887 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The Company has recognized no stock-based compensation expense during the period from February 12, 2021 (inception) through December 31, 2022. Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On December 14, 2021, the Company sold 21,562,401 Units, including 1,562,401 Units as a result of the underwriters’ partial exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement Disclosure [Abstract]
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 11,124,960 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”), for an aggregate purchase price of $11,124,960. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO 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 held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless (See Note 7).

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On February 23, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On October 27, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration. On December 8, 2021, the Sponsor sold an aggregate of 100,000 Founder Shares to the Company’s independent directors for an aggregate purchase price of $300. In connection with the expiration of the overallotment option on January 24, 2022, the Sponsor surrendered an additional 359,400 Class B ordinary shares for no consideration. As a result, the Sponsor held 5,390,600 and 5,650,000 Class B ordinary shares as of December 31, 2022 and 2021, respectively. The sale of the Founder Shares to the Company’s independent directors, as described above, is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The grant date fair value of the 100,000 shares sold to the Company’s initial shareholders and independent directors was approximately $900,000 or $9 per share. The Founder Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence. Stock-based compensation will be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of December 31, 2022 and 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20-trading 30-trading “Lock-up”). Promissory Note - Related Party On February 23, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans amounts but no proceeds from the Trust Account would be used for the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on December 9, 2021, the effective date of the Company’s registration statement for IPO, the Company will pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative services provided to the members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2022 and 2021, $127,095 and $7,095 has been accrued, respectively.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day On December 14, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,312,480. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $7,546,840 upon the completion of the Company’s initial Business Combination. Consulting Services Agreement On September 26, 2022, the Company entered into an agreement with a vendor for investment banking services related to the initial Business Combination. Should the vendor advise on an investment that is successfully completed by the Company, the Company will facilitate for the vendor, or an affiliate, to have an option to acquire up to 121,065 Class B shares at a share price equal to $4.13 per share provided that (x) such shares shall be subject to the same vesting schedules (if any) as the other Class B shares issued by the Company and (y) the number of Class B shares to be offered to the vendor shall be reduced pro rata to any reduction in the number of Class B shares outstanding at the time of the closing of the Business Combination. As of December 31, 2022, the Company incurred $18,000 for the services, of which $6,000 has been accrued in the accompanying balance sheets.

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2022
Warrants and Rights Note Disclosure [Abstract]
Warrant Liabilities	Note 7 - Warrant Liabilities The Company accounted for the 21,906,161 warrants to be issued in connection with the IPO (10,781,201 Public Warrants and 11,124,960 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, Public Warrants As of December 31, 2022 and 2021, the Company had 10,781,201 Public Warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20-trading The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially 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 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • Upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20-trading 30-trading Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20-trading 30-trading The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10-trading Private Placement Warrants The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. If the Company does not complete its initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

Shareholders' Deficit

Shareholders' Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	Note 8 - Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of our initial Business Combination. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, and pursuant to the Company’s amended and restated memorandum and articles of association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 - Fair Value Measurements The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – money market funds $ 223,048,887 $ 223,048,887 $ — $ — Total Assets $ 223,048,887 $ 223,048,887 $ — $ — Liabilities: Warrant liabilities – Public Warrants $ 646,872 $ 646,872 $ — $ — Warrant liabilities – Private Placement Warrants 667,498 — 667,498 — Total Liabilities $ 1,314,370 $ 646,872 $ 667,498 $ — December 31, Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – money market funds $ 219,936,490 $ 219,936,490 $ — $ — Total Assets $ 219,936,490 $ 219,936,490 $ — $ — Liabilities: Overallotment liabilities $ 155,881 $ — $ — $ 155,881 Warrant liabilities – Public Warrants 5,929,661 — — 5,929,661 Warrant liabilities – Private Placement Warrants 6,118,728 — — 6,118,728 Total Liabilities $ 12,204,270 $ — $ — $ 12,204,270 The Overallotment Option, Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 The Company used a Monte Carlo simulation model to establish the initial fair value of the Public Warrants and the Private Placement Warrants and a Black-Scholes model to value the Overallotment Option. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half hierarchy at the initial measurement date and December 31, 2021 due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary share 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 As of December 31, 2022, the Company used the quoted market price as the fair value of the Private Warrants and the Public Warrants which are classified as Level 2 and Level 1, respectively. The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at December 31, 2021: Input Risk-free interest rate 1.43 % Expected term (years) 6.94 Expected volatility 8.0 % Exercise price $ 11.50 Fair value of Class A ordinary shares $ 9.74 The key inputs into the Black-Scholes model for the overallotment option were as follows at December 31, 2021: Input Risk-free interest rate 0.06 % Expected term (years) 0.07 Expected volatility 9.5 % Exercise price $ 10.00 Fair value of overallotment unit $ 0.11 The following table provides a 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: Private Placement Warrants Public Warrants Warrant Liabilities Overallotment Liability Fair value at February 12, 2021 (inception) $ — $ — $ — $ — Initial measurement at December 14, 2021 12,904,954 12,506,193 25,411,147 201,264 Changes in fair value (6,786,226 ) (6,576,532 ) (13,362,758 ) (45,383 ) Fair value at December 31, 2021 $ 6,118,728 $ 5,929,661 $ 12,048,389 $ 155,881 Expiration of Overallotment Option — — — (155,881 ) Transfer of Public Warrants to Level 1 — (5,282,789 ) (5,282,789 ) — Transfer of Private Placement Warrants to Level 2 (5,451,230 ) — (5,451,230 ) — Fair value at December 31, 2022 $ 667,498 $ 646,872 $ 1,314,370 $ —

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status	Emerging Growth Company Status 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. 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
Use of Estimates	Use of Estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Reclassifications	Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the current year’s presentation. Such reclassifications have no effect on net income (loss) as previously reported.
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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $401,275 and $2,500,000 in cash held in its operating account as of December 31, 2022 and 2021, respectively. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Cash and Investments Held in Trust Account	Cash and Investments Held in Trust Account At December 31, 2022 and 2021, the Company held $223,048,887 and $219,936,490 in the Trust Account assets which consisted entirely of investments in money market funds and cash, respectively. Investments in money market funds are recognized at fair value and are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed
Warrant Liabilities	Warrant Liabilities The 21,906,161 warrants (10,781,201 Public Warrants and 11,124,960 Private Placement Warrants) issued in connection with the IPO are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement non-current
Net Income Per Ordinary Share	Net Income Per Ordinary Share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Year Ended December 31, For the Period from February 12, 2021 (inception) through December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 10,627,880 $ 2,618,363 $ 1,590,607 $ 9,125,414 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 21,562,401 4,399,288 1,201,620 6,893,769 Basic and diluted net income per ordinary share $ 0.49 $ 0.49 $ 1.32 $ 1.32
Class A Shares Subject to Possible Redemption	Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the Shareholders’ deficit section of the Company’s balance sheet. The dissolution expense of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2022 and 2021, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 215,624,010 Overfunding from private placement 4,312,480 Less: Proceeds allocated to Public Warrants (12,506,193 ) Class A ordinary shares issuance (12,115,066 ) Proceeds allocated to overallotment liability (201,264 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 24,822,523 Contingently redeemable ordinary shares as of December 31, 2021 219,936,490 Plus: Accretion of Class A ordinary shares subject to possible redemption 3,112,397 Contingently redeemable ordinary shares as of December 31, 2022 $ 223,048,887
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1,
Stock Compensation Expense	Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The Company has recognized no stock-based compensation expense during the period from February 12, 2021 (inception) through December 31, 2022.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income Per Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Year Ended December 31, For the Period from February 12, 2021 (inception) through December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 10,627,880 $ 2,618,363 $ 1,590,607 $ 9,125,414 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 21,562,401 4,399,288 1,201,620 6,893,769 Basic and diluted net income per ordinary share $ 0.49 $ 0.49 $ 1.32 $ 1.32
Schedule of Class A Ordinary Shares Reflected on Balance Sheet Reconciled	As of December 31, 2022 and 2021, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 215,624,010 Overfunding from private placement 4,312,480 Less: Proceeds allocated to Public Warrants (12,506,193 ) Class A ordinary shares issuance (12,115,066 ) Proceeds allocated to overallotment liability (201,264 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 24,822,523 Contingently redeemable ordinary shares as of December 31, 2021 219,936,490 Plus: Accretion of Class A ordinary shares subject to possible redemption 3,112,397 Contingently redeemable ordinary shares as of December 31, 2022 $ 223,048,887

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Summary of Information About Liabilities Measured at Fair Value	The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – money market funds $ 223,048,887 $ 223,048,887 $ — $ — Total Assets $ 223,048,887 $ 223,048,887 $ — $ — Liabilities: Warrant liabilities – Public Warrants $ 646,872 $ 646,872 $ — $ — Warrant liabilities – Private Placement Warrants 667,498 — 667,498 — Total Liabilities $ 1,314,370 $ 646,872 $ 667,498 $ — December 31, Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – money market funds $ 219,936,490 $ 219,936,490 $ — $ — Total Assets $ 219,936,490 $ 219,936,490 $ — $ — Liabilities: Overallotment liabilities $ 155,881 $ — $ — $ 155,881 Warrant liabilities – Public Warrants 5,929,661 — — 5,929,661 Warrant liabilities – Private Placement Warrants 6,118,728 — — 6,118,728 Total Liabilities $ 12,204,270 $ — $ — $ 12,204,270
Summary of Fair Value Measurements Inputs	The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at December 31, 2021: Input Risk-free interest rate 1.43 % Expected term (years) 6.94 Expected volatility 8.0 % Exercise price $ 11.50 Fair value of Class A ordinary shares $ 9.74 The key inputs into the Black-Scholes model for the overallotment option were as follows at December 31, 2021: Input Risk-free interest rate 0.06 % Expected term (years) 0.07 Expected volatility 9.5 % Exercise price $ 10.00 Fair value of overallotment unit $ 0.11
Summary of Changes in Fair Value of Financial Instruments	The following table provides a 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: Private Placement Warrants Public Warrants Warrant Liabilities Overallotment Liability Fair value at February 12, 2021 (inception) $ — $ — $ — $ — Initial measurement at December 14, 2021 12,904,954 12,506,193 25,411,147 201,264 Changes in fair value (6,786,226 ) (6,576,532 ) (13,362,758 ) (45,383 ) Fair value at December 31, 2021 $ 6,118,728 $ 5,929,661 $ 12,048,389 $ 155,881 Expiration of Overallotment Option — — — (155,881 ) Transfer of Public Warrants to Level 1 — (5,282,789 ) (5,282,789 ) — Transfer of Private Placement Warrants to Level 2 (5,451,230 ) — (5,451,230 ) — Fair value at December 31, 2022 $ 667,498 $ 646,872 $ 1,314,370 $ —

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Details) - USD ($)		12 Months Ended
	Dec. 14, 2021	Dec. 31, 2022	Dec. 31, 2021
Organization And Business Operations [Line Items]
Cash was held outside of the trust Account		$ 2,500,000
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account		80%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination		50%
Share price		$ 10.2
Obligation to redeem Public Shares if entity does not complete a Business Combination		100%
Threshold period from closing of initial public offering the company is obligated to complete business combination		18 months
Number of business days to redeem shares upon completion of the initial Business Combination		two business days
Minimum net tangible assets to proceed with an initial Business Combination		$ 5,000,001
Threshold business days for redemption of public shares		10 days
Interest to pay dissolution expenses		$ 100,000
Amount held in operating bank accounts		401,275	$ 2,500,000
Working capital		$ 468,359	$ 1,238,697
IPO
Organization And Business Operations [Line Items]
Initial public offering effective date		Dec. 09, 2021
Sale of stock, number of shares issued in transaction	21,562,401
Issuance of units, result of underwriters partial exercise of over-allotment option	1,562,401
Sale of stock, price per share	$ 10
Gross proceeds from issuance initial public offering	$ 215,624,010
Sale of stock, price per share	$ 10
Transaction costs		$ 12,926,100
Underwriting discount		4,312,480
Deferred underwriting discount		7,546,840
Other offering costs		$ 1,066,780
Sale of stock, consideration received on transaction	$ 219,936,490
Share price	$ 10.2
Maturity condition in trust account		having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
Obligation to redeem Public Shares if entity does not complete a Business Combination	100%
Threshold period from closing of initial public offering the company is obligated to complete business combination	18 months
Private Placement | Warrants
Organization And Business Operations [Line Items]
Sale of stock, number of shares issued in transaction		11,124,960
Issuance of units, result of underwriters partial exercise of over-allotment option		624,960
Sale of stock, price per share		$ 1
Gross proceeds from issuance initial public offering		$ 11,124,960
Sale of stock, price per share		$ 1

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Details) - USD ($)	12 Months Ended	23 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies [Line Items]
Cash and investments held in trust account	$ 223,048,887	$ 223,048,887	$ 219,936,490
Dissolution expense	100,000	100,000
Federal depository insurance coverage amount	250,000	250,000
Cash held in operating account	401,275	401,275	2,500,000
Cash equivalents	0	0	$ 0
Unrecognized tax benefits	0	0
Accrued interest and penalties	$ 0	0
Stock-based compensation expense		$ 0
IPO
Significant Accounting Policies [Line Items]
Warrants	21,906,161	21,906,161
Offering costs	$ 12,926,100	$ 12,926,100
Underwriting fees	4,312,480
Deferred underwriting fees	7,546,840
Other offering costs	1,066,780
Offering costs in connection with public warrants, private placement warrants and over-allotment options	811,034
IPO | Class A Ordinary Shares
Significant Accounting Policies [Line Items]
Offering costs as reduction of temporary equity	$ 12,115,066
IPO | Public Warrants
Significant Accounting Policies [Line Items]
Warrants	10,781,201	10,781,201	10,781,201
IPO | Private Placement Warrants
Significant Accounting Policies [Line Items]
Warrants	11,124,960	11,124,960

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income Per Share (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Basic and diluted net income per share:
Allocation of net income	$ 10,716,021	$ 12,796,243
Class A Ordinary Shares
Basic and diluted net income per share:
Allocation of net income	$ 1,590,607	$ 10,627,880
Weighted-average shares outstanding including ordinary shares subject to redemption	1,201,620	21,562,401
Weighted-average shares outstanding including ordinary shares subject to redemption	1,201,620	21,562,401
Net income per ordinary share, basic	$ 1.32	$ 0.49
Net income per ordinary share, diluted	$ 1.32	$ 0.49
Class B Ordinary Shares
Basic and diluted net income per share:
Allocation of net income	$ 9,125,414	$ 2,618,363
Weighted-average shares outstanding including ordinary shares subject to redemption	6,893,769	4,399,288
Weighted-average shares outstanding including ordinary shares subject to redemption	6,893,769	4,399,288
Net income per ordinary share, basic	$ 1.32	$ 0.49
Net income per ordinary share, diluted	$ 1.32	$ 0.49

Significant Accounting Polici_6

Significant Accounting Policies - Schedule of Class A Ordinary Shares Reflected on Balance Sheet Reconciled (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Ordinary Shares Reflected On Balance Sheet [Line Items]
Overfunding from private placement	$ 11,124,960
Accretion of Class A ordinary shares subject to possible redemption	219,936,490	$ 3,112,397
Contingently redeemable ordinary shares as of December 31	219,936,490	223,048,887
Class A Ordinary Shares
Ordinary Shares Reflected On Balance Sheet [Line Items]
Gross proceeds	215,624,010
Overfunding from private placement	4,312,480
Less: Proceeds allocated to Public Warrants	(12,506,193)
Less: Class A ordinary shares issuance	(12,115,066)
Less: Proceeds allocated to overallotment liability	(201,264)
Accretion of Class A ordinary shares subject to possible redemption	24,822,523	3,112,397
Contingently redeemable ordinary shares as of December 31	$ 219,936,490	$ 223,048,887

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - $ / shares		12 Months Ended
	Dec. 14, 2021	Dec. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares
Initial Public Offering [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001
IPO
Initial Public Offering [Line Items]
Sale of stock, number of shares issued in transaction	21,562,401
Class B ordinary shares issued to initial shareholders, shares	1,562,401
Sale of stock, price per share	$ 10
IPO | Class A Ordinary Shares
Initial Public Offering [Line Items]
Common stock, description		Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (See Note 7).
Common stock, par value	$ 11.5

Private Placement - Additional

Private Placement - Additional Information (Details) - IPO	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Private Placement [Line Items]
Warrants	21,906,161
Private Placement Warrants
Private Placement [Line Items]
Warrants	11,124,960
Price per warrant | $ / shares	$ 1
Aggregate purchase price | $	$ 11,124,960

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)						11 Months Ended	12 Months Ended	23 Months Ended
	Apr. 20, 2022	Jan. 24, 2022	Dec. 08, 2021	Oct. 27, 2021	Feb. 23, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Price per share							$ 10.2	$ 10.2
Stock-based compensation expense								$ 0
Transfer, assign or sell any shares or warrants after completion of initial business combination, stock price trigger							$ 12	$ 12
Threshold period after business combination in which specified trading days within any specified trading day period commences							150 days
Conversion price of warrant							$ 1.5	$ 1.5
Sponsor fees per month							$ 10,000
Accrued sponsor fees						$ 7,095	127,095	$ 127,095
Founder Shares
Related Party Transaction [Line Items]
Stock-based compensation expense						0	$ 0
Related party transaction, description of transaction							The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the Business Combination (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any Founder Shares.
Working Capital Loans
Related Party Transaction [Line Items]
Conversion price of warrant							$ 1	$ 1
Borrowings under the working capital loans						$ 0	$ 0	$ 0
Working Capital Loans | Maximum
Related Party Transaction [Line Items]
Working capital loans convertible into warrants							1,500,000
Class B Ordinary Shares
Related Party Transaction [Line Items]
Common stock, shares issued						5,750,000	5,390,600	5,390,600
Common stock, par value						$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding						5,750,000	5,390,600	5,390,600
Sponsor | Promissory Note
Related Party Transaction [Line Items]
Borrowings under the promissory note						$ 246,766	$ 0
Date of maturity or expiration of arrangements with a related party					Dec. 31, 2021
Repayments of debt	$ 246,766
Sponsor | Maximum | Promissory Note
Related Party Transaction [Line Items]
Borrowings under the promissory note					$ 300,000
Sponsor | Class B Ordinary Shares
Related Party Transaction [Line Items]
Shares surrendered		359,400		1,437,500
Consideration paid for shares surrendered		$ 0
Common stock, shares outstanding						5,650,000	5,390,600	5,390,600
Sponsor | Class B Ordinary Shares | Founder Shares
Related Party Transaction [Line Items]
Payment stock offering cost					$ 25,000
Price per share					$ 0.003
Common stock, shares issued					7,187,500
Common stock, par value					$ 0.0001
Independent Directors
Related Party Transaction [Line Items]
Issuance of units, result of underwriters partial exercise of over-allotment option			100,000
Aggregate purchase price			$ 300
Independent Directors | Class B Ordinary Shares
Related Party Transaction [Line Items]
Issuance of units, result of underwriters partial exercise of over-allotment option							100,000
Initial Shareholders and Independent Directors | Founder Shares
Related Party Transaction [Line Items]
Issuance of units, result of underwriters partial exercise of over-allotment option			100,000
Fair value of the shares sold			$ 900,000
Exercise price of the shares sold			$ 9

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details)				12 Months Ended
	Sep. 26, 2022 $ / shares shares	Dec. 14, 2021 USD ($) shares	Dec. 09, 2021 shares	Dec. 31, 2022 USD ($) Demand $ / shares
Loss Contingencies [Line Items]
Maximum number of demands for registration of securities | Demand				3
Percentage of cash underwriting cash discount		2%
Underwriter cash discount		$ 4,312,480
Percentage of deferred underwriting discount		3.50%
Deferred underwriter discount amount		$ 7,546,840
Share price | $ / shares				$ 10.2
Over-Allotment
Loss Contingencies [Line Items]
Description of transaction				The Company granted the underwriters a 45-day option from December 9, 2021 to purchase up to an additional 3,000,000 units to cover over-allotments, of which 1,562,401, was partially exercised on December 14, 2021. On January 24, 2022, the remaining unexercised portion of the over-allotment option expired.
Number of days to exercise the option granted for underwriters			45 days
Additional units to be purchased by underwriters to cover over-allotment | shares			3,000,000
Units exercised of additional units to be purchased by underwriters to cover over-allotment | shares		1,562,401
Consulting Services Agreement [Member]
Loss Contingencies [Line Items]
Payment for services				$ 18,000
Consulting Services Agreement [Member] | Accounts Payable and Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Payment for services				$ 6,000
Consulting Services Agreement [Member] | Common Class B [Member]
Loss Contingencies [Line Items]
Option to acquire shares under agreement | shares	121,065
Share price | $ / shares	$ 4.13

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 14, 2021
Class Of Warrant Or Right [Line Items]
Conversion price of warrant	$ 1.5
Share price	$ 10.2
Percentage of gross proceeds on total equity proceeds	60%
Class of warrant or right, adjustment of exercise price of warrants or rights, percent, based on market value and newly issued price	115%
Class of warrant or right, adjustment of redemption price of warrants or rights, percent, based on market value and newly issued price	180%
Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Conversion price of warrant	$ 11.5	$ 11.5
Class A Ordinary Shares | Maximum
Class Of Warrant Or Right [Line Items]
Share price	$ 9.2
IPO
Class Of Warrant Or Right [Line Items]
Warrants	21,906,161
Share price			$ 10.2
Public Warrants
Class Of Warrant Or Right [Line Items]
Restrictions on transfer period of time after business combination completion	30 days
Public Warrants | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds 1800
Class Of Warrant Or Right [Line Items]
Class of warrant or right, redemption of warrants or rights, stock price trigger	$ 18
Class of warrant or right redemption price of warrants or rights	$ 0.01
Class of warrant or right minimum threshold written notice period for redemption of warrants	30 days
Public Warrants | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds1000
Class Of Warrant Or Right [Line Items]
Class of warrant or right, redemption of warrants or rights, stock price trigger	$ 10
Class of warrant or right redemption price of warrants or rights	$ 0.1
Class of warrant or right minimum threshold written notice period for redemption of warrants	30 days
Public Warrants | Class A Ordinary Shares | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds 1800
Class Of Warrant Or Right [Line Items]
Class of warrant or right, redemption of warrants or rights, stock price trigger	$ 10
Class of warrant or right redemption price of warrants or rights	18
Public Warrants | Class A Ordinary Shares | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds1000
Class Of Warrant Or Right [Line Items]
Class of warrant or right redemption price of warrants or rights	$ 10
Public Warrants | IPO
Class Of Warrant Or Right [Line Items]
Warrants	10,781,201	10,781,201
Private Placement Warrants | IPO
Class Of Warrant Or Right [Line Items]
Warrants	11,124,960

Shareholders' Deficit - Additio

Shareholders' Deficit - Additional Information (Details) - USD ($)					12 Months Ended
	Jan. 24, 2022	Dec. 31, 2021	Dec. 08, 2021	Oct. 27, 2021	Dec. 31, 2022
Class Of Stock [Line Items]
Preferred stock, shares authorized		5,000,000			5,000,000
Preferred stock, par value		$ 0.0001			$ 0.0001
Preferred stock, shares issued		0			0
Preferred stock, shares outstanding		0			0
Independent Directors
Class Of Stock [Line Items]
Issuance of units, result of underwriters partial exercise of over-allotment option			100,000
Class A Ordinary Shares
Class Of Stock [Line Items]
Common stock, shares authorized		500,000,000			500,000,000
Common stock, par value		$ 0.0001			$ 0.0001
Common stock, shares issued		0			0
Common stock, shares outstanding		0			0
Ordinary shares subject to possible redemption					21,562,401
Class B Ordinary Shares
Class Of Stock [Line Items]
Common stock, shares authorized		50,000,000			50,000,000
Common stock, par value		$ 0.0001			$ 0.0001
Common stock, shares issued		5,750,000			5,390,600
Common stock, shares outstanding		5,750,000			5,390,600
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares					20%
Description of stock conversion					In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
Class B Ordinary Shares | Sponsor
Class Of Stock [Line Items]
Common stock, shares outstanding		5,650,000			5,390,600
Shares surrendered	359,400			1,437,500
ConsiderationForSurrenderedShares				$ 0
Number of shares subject to forfeiture		359,400
Class B Ordinary Shares | Independent Directors
Class Of Stock [Line Items]
Issuance of units, result of underwriters partial exercise of over-allotment option					100,000
Over-Allotment Option [Member] | Class B Ordinary Shares | Sponsor
Class Of Stock [Line Items]
Shares surrendered	359,400
ConsiderationForSurrenderedShares	$ 0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Information About Liabilities Measured at Fair Value (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Overallotment liabilities		$ 155,881
Fair Value, Recurring [Member]
Assets:
Investments held in Trust Account – money market funds	$ 223,048,887	219,936,490
Total Assets	223,048,887	219,936,490
Liabilities:
Overallotment liabilities		155,881
Liabilities, fair value	1,314,370	12,204,270
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Investments held in Trust Account – money market funds	223,048,887	219,936,490
Total Assets	223,048,887	219,936,490
Liabilities:
Liabilities, fair value	646,872
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities:
Liabilities, fair value	667,498
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities:
Overallotment liabilities		155,881
Liabilities, fair value		12,204,270
Fair Value, Recurring [Member] | Public Warrants [Member]
Liabilities:
Warrant liabilities	646,872	5,929,661
Fair Value, Recurring [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrant liabilities	646,872
Fair Value, Recurring [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities:
Warrant liabilities		5,929,661
Fair Value, Recurring [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant liabilities	667,498	6,118,728
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities:
Warrant liabilities	$ 667,498
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities:
Warrant liabilities		$ 6,118,728

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Conversion price of warrant	$ 1.5
Common Class A [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Number of shares issuable per warrant	1
Conversion price of warrant	$ 11.5	$ 11.5

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value Measurements Inputs (Details)	Dec. 31, 2021 yr shares
Warrant Liabilities | Risk-Free Interest Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	1.43
Warrant Liabilities | Expected Term
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input | yr	6.94
Warrant Liabilities | Expected Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	8
Warrant Liabilities | Exercise Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	11.5
Warrant Liabilities | Fair Value of Class A Ordinary Shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	9.74
Overallotment Liability | Risk-Free Interest Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	0.06
Overallotment Liability | Expected Term
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input | yr	0.07
Overallotment Liability | Expected Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	9.5
Overallotment Liability | Exercise Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	10
Overallotment Liability | Fair Value of Overallotment Unit
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	0.11

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Changes in Fair Value of Financial Instruments (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Initial measurement at December 14, 2021	$ 12,904,954	$ 6,118,728
Changes in fair value	(6,786,226)
Transfer of Private Placement Warrants to Level 2		(5,451,230)
Fair value at December 31	6,118,728	667,498
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Initial measurement at December 14, 2021	12,506,193	5,929,661
Changes in fair value	(6,576,532)
Transfer of Public Warrants to Level 1		(5,282,789)
Fair value at December 31	5,929,661	646,872
Warrant Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Initial measurement at December 14, 2021	25,411,147	12,048,389
Changes in fair value	(13,362,758)
Transfer of Public Warrants to Level 1		(5,282,789)
Transfer of Private Placement Warrants to Level 2		(5,451,230)
Fair value at December 31	12,048,389	1,314,370
Overallotment Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Initial measurement at December 14, 2021	201,264	155,881
Changes in fair value	(45,383)
Expiration of Overallotment Option		$ (155,881)
Fair value at December 31	$ 155,881