Newcourt Acquisition 10-K/A 19 Sep 23 2022 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 20, 2023	Sep. 30, 2022
Document and Entity Information
Document Type	10-K/A
Amendment Description	Amendment No. 1
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-40929
Entity Registrant Name	Newcourt Acquisition Corp
Entity Incorporation, State or Country Code	KY
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	2201 Broadway, Suite 705
Entity Address, City or Town	Oakland
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	94612
City Area Code	657
Local Phone Number	271-4617
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Auditor Firm ID	2468
Auditor Name	Citrin Cooperman & Company, LLP
Auditor Location	New York, New York
Entity Public Float			$ 252,956,600
Entity Central Index Key	0001849475
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	true
Transition Report	false
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	NCACU
Security Exchange Name	NASDAQ
Class A ordinary shares
Document and Entity Information
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	NCAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		2,642,532
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units
Document and Entity Information
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share
Trading Symbol	NCACW
Security Exchange Name	NASDAQ
Class B ordinary shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		6,535,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 128,678	$ 648,282
Prepaid expenses	248,224	324,938
Interest income receivable	828,810
Total current assets	1,205,712	973,220
LONG TERM ASSETS
Prepaid expenses-non current		248,649
Investments held in Trust Account	257,725,405	255,002,424
TOTAL ASSETS	258,931,117	256,224,293
CURRENT LIABILITIES
Accounts payable and accrued expenses	417,712	68,702
Deferred underwriting fee payable	13,100,000
Due to affiliate	100,000
Derivative warrant liabilities	653,500
Total current liabilities	14,271,212	68,702
Total liabilities	14,271,212	19,578,702
COMMITMENTS AND CONTINGENCIES
REDEEMABLE ORDINARY SHARES
Class A ordinary shares subject to possible redemption, $0.0001 par value, 1,502,532 and 25,000,000 shares at redemption value of $11.06 and $10.34 per share on June 30, 2023 and December 31, 2022	258,554,215	255,000,000
SHAREHOLDERS' DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2023 and December 31, 2022
Accumulated deficit	(13,895,078)	(18,355,177)
TOTAL SHAREHOLDERS' DEFICIT	(13,894,310)	(18,354,409)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT	258,931,117	256,224,293
Class A ordinary shares
SHAREHOLDERS' DEFICIT
Common stock	114	114
Class A ordinary shares subject to possible redemption
REDEEMABLE ORDINARY SHARES
Class A ordinary shares subject to possible redemption, $0.0001 par value, 1,502,532 and 25,000,000 shares at redemption value of $11.06 and $10.34 per share on June 30, 2023 and December 31, 2022	258,554,215	255,000,000
Class B ordinary shares
SHAREHOLDERS' DEFICIT
Common stock	$ 654	$ 654

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preference shares, par value (per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A ordinary shares
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Class A ordinary shares subject to possible redemption
Class A ordinary shares subject to possible redemption (per share)	$ 0.0001	$ 0.0001
Class A ordinary shares subject to possible redemption, shares outstanding	25,000,000	25,000,000
Class A ordinary shares subject to possible redemption, redemption value (per share)	$ 10.34	$ 10.20
Class A ordinary shares not subject to possible redemption
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	1,140,000	1,140,000
Common shares, shares outstanding	1,140,000	1,140,000
Class B ordinary shares
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	6,535,000	6,535,000
Common shares, shares outstanding	6,535,000	6,535,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
OPERATING EXPENSES
General and administrative	$ 334,288	$ 1,293,977
Total operating expenses	334,288	1,293,977
OTHER INCOME
Interest income on investments held in Trust Account	2,424	3,551,791
Change in fair value of warrants	9,671,800	5,756,500
Transaction costs allocated to warrant issuance	(1,109,496)
Total other income	8,564,728	9,308,291
NET (LOSS) INCOME	$ 8,230,440	$ 8,014,314
Class A ordinary shares
OTHER INCOME
Weighted average shares outstanding, basic	6,146,343	26,140,000
Weighted average shares outstanding, diluted	6,146,343	26,140,000
Basic net (loss) income per share	$ 6.72	$ 0.38
Diluted net (loss) income per share	$ 6.72	$ 0.38
Class B ordinary shares
OTHER INCOME
Weighted average shares outstanding, basic	6,594,170	6,535,000
Weighted average shares outstanding, diluted	6,594,170	6,535,000
Basic net (loss) income per share	$ 0.65	$ 0.25
Diluted net (loss) income per share	$ 0.65	$ 0.25

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A ordinary shares Ordinary shares	Class A ordinary shares	Class B ordinary shares Ordinary shares	Additional paid-in Capital	Accumulated deficit	Total
Balance at the beginning at Feb. 24, 2021	$ 0		$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 24, 2021	0		0
Increase (Decrease) in Stockholders' Equity
Accretion for Class A ordinary shares to redemption value		$ (37,303,049)		(10,717,432)	(26,585,617)	(37,303,049)
Issuance of Ordinary shares to initial shareholders			$ 661	24,339		25,000
Issuance of Ordinary shares to initial shareholders (in shares)			6,611,500
Private Warrant Liability				(706,800)		(706,800)
Sale of PPM units including over-allotment	$ 114			11,399,886		11,400,000
Sale of PPM units including over-allotment (in shares)	1,140,000
Forfeiture of issued shares of initial shareholders			$ (7)	$ 7
Forfeiture of issued shares of initial shareholders (in shares)			(76,500)
Net Income (loss)					8,230,440	8,230,440
Balance at the end at Dec. 31, 2021	$ 114		$ 654		(18,355,177)	(18,354,409)
Balance at the end (in shares) at Dec. 31, 2021	1,140,000		6,535,000
Increase (Decrease) in Stockholders' Equity
Accretion for Class A ordinary shares to redemption value		$ (3,554,215)			(3,554,215)	(3,554,215)
Net Income (loss)					8,014,314	8,014,314
Balance at the end at Dec. 31, 2022	$ 114		$ 654		$ (13,895,078)	$ (13,894,310)
Balance at the end (in shares) at Dec. 31, 2022	1,140,000		6,535,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ 8,230,440	$ 8,014,314
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income on investments held in Trust Account	(2,424)	(2,722,981)
Change in fair value of warrants	(9,671,800)	(5,756,500)
Offering costs allocated to warrant issuance	1,109,496
Changes in operating assets and liabilities:
Prepaid expenses	(573,587)	325,363
Interest receivable		(828,810)
Due to related party		100,000
Accounts payable and accrued expenses	68,702	349,010
Net cash flows used in operating activities	(839,173)	(519,604)
CASH FLOWS FROM INVESTING ACTIVITIES
Deposits to Trust Account	(255,000,000)
Net cash flows provided by investing activities	(255,000,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of offering costs	(1,149,574)
Proceeds from issuance of Class B common shares to Sponsor	25,000
Net cash flows used in financing activities	256,487,455
NET CHANGE IN CASH	648,282	(519,604)
CASH, BEGINNING OF PERIOD		648,282
CASH, END OF PERIOD	648,282	128,678
Non-Cash investing and financing activities:
Initial classification of warrant liability	16,081,800
Deferred underwriting commissions payable	13,100,000
Accretion for Class A ordinary shares to redemption value	$ 26,585,617	$ 3,551,791

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1 – Description of Organization and Business Operations Newcourt Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on February 25, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is 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 income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on October 19, 2021. On October 22, 2021, the Company consummated the IPO of 22,000,000 units (“Units”) with respect to the Class A ordinary shares included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $220,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 1,080,000 units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Newcourt SPAC Sponsor LLC (the “Sponsor”) and underwriters Cantor Fitzgerald & Co. (“Cantor”), and Cohen & Company Capital Markets (“CCM”), generating gross proceeds of $10,800,000, which is described in Note 4. Offering costs for the IPO and the exercise of the underwriters’ over-allotment option amounted to $15,937,545, consisting of $3,787,971 of underwriting fees, $11,000,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $1,149,574 of other costs. As described in Note 6, the $13,100,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by April 22, 2023, 18 months from the closing of the IPO or for further period of 3 months by July 22, 2023, 21 months from the closing of the IPO, subject to the terms of the underwriting agreement. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 3,000,000 additional Units upon receiving notice of the underwriters’ election to partially exercise their over-allotment option (“Over-allotment Units”), generating additional gross proceeds of $30,000,000 and incurring additional offering costs of $2,100,000 in underwriting fees all of which is deferred until completion of the Company’s Business Combination. Simultaneously with the exercise of the over-allotment, the Company consummated the Private Placement of an additional 60,000 Private Placement Units to the Sponsor, generating gross proceeds of $600,000. Following the closing of the IPO and exercise of the over-allotment, $255,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. On January 6, 2023, the Company’s shareholders approved an amendment (the “Extension Amendment”) to the amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial business combination for an initial three (3) months from January 22, 2023 to April 22, 2023 and up to three (3) times for an additional one (1) month each time from April 22, 2023 to July 22, 2023 (which is 21 months from the closing of our IPO). If the Company is unable to complete a Business Combination by July 22, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2022, the Company had $128,678 in its operating bank accounts, $257,725,405 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary share in connection therewith and working capital deficit of $13,065,500. As of December 31, 2022 and 2021, approximately $3,551,791 and $2,424 respectively of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. 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. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the date that the financial statement was issued, and therefore substantial doubt has been alleviated. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution described in the financial statements, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. If a Business Combination is not consummated by April 22, 2023, 18 months from the closing of the IPO or for further period of 3 months by July 22, 2023, 21 months from the closing of the IPO, there will be a mandatory liquidation and subsequent dissolution. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. Also, in connection with the Company’s assessment of going concern considerations in accordance with ASU No. 2014-15 management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by April 22, 2023, 18 months from the closing of the IPO or for further period of 3 months by July 22, 2023, 21 months from the closing of the IPO, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition as well as the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The company did not have any cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Interest receivable balance as at December 31, 2022 pertains to interest income on investments held in Trust and will be included in the investment balance when received by the Company. Interest income received is reinvested into the investments held in Trust account. Offering Costs associated with the IPO Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $15,937,545, consisting of $3,787,971 of underwriting fees, $11,000,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $1,149,574 of other costs. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage and Securities Investor Protection Corporation Insurance coverage limits of $250,000 and $500,000 (including cash of $250,000). At December 31, 2022 the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. Income Taxes ASC Topic 740, Income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States of America. As such, the Company’s tax provision was zero for the period presented. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary share subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary share subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary share (including Class A ordinary share that features 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) is classified as temporary equity. At all other times, Class A ordinary share is classified as stockholders’ equity. The Company’s Class A ordinary share features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 25,000,000 shares of Class A ordinary share subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 250,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ (15,375,000) Class A ordinary share issuance costs ​ (16,928,049) Plus: Accretion of carrying value to redemption value ​ 37,303,049 Class A ordinary share subject to possible redemption as on December 31, 2021 ​ ​ 255,000,000 Plus: Accretion of carrying value to redemption value ​ ​ 3,554,215 Class A ordinary share subject to possible redemption as on December 31, 2022 ​ $ 258,554,215 ​ Net Income per Common Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 13,070,000 ordinary share at $11.50 per share were issued on October 22, 2021. At December 31, 2022 and 2021, no Public Warrants or Private Placement Warrants have been exercised. The 13,070,000 potential shares of Class A ordinary share for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2022 and period ended December 31, 2021 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2022 ​ ​ Class A Ordinary share ​ Class B Ordinary share Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income before accretion income ​ $ 6,411,451 ​ $ 1,602,863 Accretion of Class A ordinary shares to redemption value ​ 3,554,215 ​ — Net income including accretion of Class A Redeemable shares to redemption value ​ $ 9,965,666 ​ $ 1,602,863 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted average shares outstanding ​ 26,140,000 ​ 6,535,000 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.38 ​ $ 0.25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period February 25, 2021 (inception) through December 31, 2021 ​ ​ Class A Ordinary share ​ Class B Ordinary share Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income before accretion income ​ $ 3,970,571 ​ $ 4,259,869 Accretion of Class A ordinary shares to redemption value ​ ​ 37,303,049 ​ ​ — Net income including accretion of Class A Redeemable shares to redemption value ​ $ 41,273,620 ​ $ 4,259,869 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted average shares outstanding ​ 6,146,343 ​ 6,594,170 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 6.72 ​ $ 0.65 ​ Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Black-Scholes pricing model at each measurement date. Stock Compensation Expense In connection with the Company’s IPO, Founder’s Shares were sold to certain independent directors from among the Sponsor’s pool of Founder’s Shares at the price paid by the Sponsor (par value of $0.0001). Although these Founder’s Shares were purchased by the independent directors for value, under ASC 718, “Compensation – Stock Compensation,” these Founder’s shares may be deemed stock-based compensation. The Company accounts for stock-based compensation expense in accordance with ASC 718, under which 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. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. As of October 6, 2021, the fair value of the 95,000 Founder Shares granted to certain independent directors by the Sponsor was $600,530 or $6.32 per share. The Company used a Monte Carlo Model simulation to arrive at the fair value of the stock compensation. The key assumptions in the option pricing model utilized are assumptions related to expected separation date of Units, anticipated business combination date, purchase price, share-price volatility, expected term, exercise date, risk-free interest rate and present value. The expected volatility as of the IPO closing date was derived based upon similar Special Purpose Acquisition Company (“SPAC”) warrants and technology exchange funds which with the Company’s stated industry target and terms until the exercise date. The Company’s Founder Shares sold to independent directors (see Note 5) was deemed within the scope of ASC 718 and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Founder Shares transferred is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized for the year ended December 31, 2022 and for the period from February 25, 2021 (inception) through December 31, 2021. Recent Accounting Pronouncements The Company’s management does not believe that any 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
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 25,000,000 units (including 3,000,000 units as part 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 (such Class A ordinary shares included in the Units being offered, the “Public Shares”), and one

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement
Private Placement	Note 4 — Private Placement On October 22, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale (“Private Placement”) of 1,140,000 Units (the “Placement Units”) in a private placement transaction at a price of $10.00 per Placement Unit, generating gross proceeds of $11,400,000. The Placement Units were purchased by Cantor (187,000 Units), CCM (33,000 Units) and the Sponsor (920,000 Units). Each whole Private Placement Unit will consist of one Placement Share and one

Related-Party Transactions

Related-Party Transactions	12 Months Ended
	Dec. 31, 2022
Related-Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On March 11, 2021, the Sponsor paid $25,000 to fund certain obligations of the Company in consideration for 5,912,500 Class B ordinary shares (the “Founder Shares”) of the Company par value $0.0001 (“Class B ordinary shares”) for an aggregate price of $25,000. In September 2021, the Company effected a dividend of approximately 0.017 shares for each Class B ordinary share outstanding, resulting in there being an aggregate of 6,015,000 Founder Shares outstanding. On October 19, 2021, the Company effected a dividend of approximately 0.099 shares for each outstanding Class B ordinary share, resulting in there being an aggregate of 6,611,500 Founder Shares outstanding. The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment, at any time. The initial shareholders have agreed to forfeit up to 841,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option only in part, the Sponsor did forfeit 76,500 Founder Shares. The Initial Shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Loans On March 11, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). On June 21, 2021 the Note was increased to $1,000,000. This loan is non-interest bearing and payable on the earlier of December 31, 2022, or the expiration of the 45-day over-allotment option. The Company had no borrowings on the Note as of December 31, 2022. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per warrant. The units would be identical to the Private Placement Units. As of December 31, 2022, there were no Working Capital Loans outstanding. Support Services The Company pays an affiliate of the Sponsor a fee of approximately $30,000 per month following the consummation of the IPO for office space, administrative and shared personnel support services. For the year ended December 31, 2022 and for the period February 25, 2021 (inception) through December 31, 2021, $220,000 and $45,000 was incurred respectively. $100,000 and $45,000 remains unpaid as of December 31, 2022 and 2021 respectively and is included on current liabilities in the balance sheet. For the year ended December 31, 2022, an aggregate of $118,425 was paid to an entity related to the Chief Financial Officer for support services.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A ordinary shares) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 3,300,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On October 22, 2021, the underwriters elected to partially exercise the over-allotment option purchasing 3,000,000 units. The underwriters were paid a cash underwriting discount of $0.20 per unit net of reimbursements to the Company of $612,029 to pay for outside advisors, or $3,787,971 in the aggregate at the closing of the IPO. The underwriters have agreed to defer the cash underwriting discount of $0.20 per share related to the over-allotment to be paid at Business Combination ($600,000 in the aggregate). In addition, the underwriters are entitled to a deferred underwriting commissions of $0.50 per unit, or $12,500,000 from the closing of the IPO. The total deferred fee is $13,100,000, consisting of the $12,500,000 deferred portion and the $600,000 cash discount agreed to be deferred until Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Shareholders' Equity

Shareholders' Equity	12 Months Ended
	Dec. 31, 2022
Shareholders' Equity
Shareholders' Equity	Note 7 — Shareholders’ Equity Ordinary shares Class A Ordinary shares— Class B Ordinary shares— 45-day Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of the initial Business Combination,the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, approximately 22.74% of the sum of the total number of all ordinary shares outstanding upon the completion of the Proposed Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. Preference Shares Warrants The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● ● ● ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Warrants and the Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional Class A ordinary shares or equity-linked securities.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements
Fair Value Measurements	Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: At December 31, 2022 and 2021, there were 13,070,000 warrants outstanding (12,500,000 Public Warrants and 570,000 Private Warrants). The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Significant ​ Significant ​ ​ ​ ​ ​ Prices ​ Other ​ Other ​ ​ ​ ​ ​ in Active ​ Observable ​ Unobservable ​ ​ December ​ Markets ​ Inputs ​ Inputs Description 31, 2022 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ Money Market Fund held in Trust Account ​ $ 257,725,405 ​ $ 257,725,405 — ​ ​ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liability - Public Warrants ​ $ 625,000 ​ $ 625,000 — ​ ​ — Warrant Liability - Private Warrants ​ $ 28,500 ​ — — ​ $ 28,500 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted ​ Significant ​ Significant ​ ​ ​ ​ ​ Prices ​ Other ​ Other ​ ​ ​ ​ ​ in Active ​ Observable ​ Unobservable ​ ​ December ​ Markets ​ Inputs ​ Inputs Description ​ 31, 2021 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Money Market Fund held in Trust Account ​ $ 255,002,424 ​ $ 255,002,424 — ​ — Liabilities: ​ ​ ​ Warrant Liability - Public Warrants ​ $ 6,125,000 ​ $ 6,125,000 — ​ — Warrant Liability - Private Warrants ​ $ 285,000 ​ — — ​ $ 285,000 ​ At December 31, 2022 and 2021, there were 13,070,000 warrants outstanding (12,500,000 Public Warrants and 570,000 Private Warrants). The Company utilizes a Black-Scholes simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Black-Scholes pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 Share Price ​ $ 10.28 ​ $ 9.91 ​ Exercise Price ​ $ 11.50 ​ $ 11.50 ​ Term (years) ​ 5.62 ​ 6.00 ​ Volatility ​ 4.10 % 8.00 % Risk Free Rate ​ 3.90 % 1.35 % Dividend Yield ​ 0.00 % 0.00 % ​ At December 31, 2022, the fair value of the Public and Private Warrants was $0.05 and December 31, 2021, the fair value of the Public Warrants was $0.49 and Private Warrants was $ 0.50. The following table presents the changes in the fair value of Level 3 warrant liabilities: ​ ​ ​ ​ ​ ​ Private Placement ​ ​ Warrants Fair value as of December 31, 2021 ​ $ 285,000 Change in fair value ​ (256,500) Fair value as of December 31, 2022 ​ $ 28,500 ​ ​ ​ ​ ​ ​ ​ Public Placement ​ Warrants Fair value as of December 31, 2021 ​ $ 6,125,000 Change in fair value ​ (5,500,000) Fair value as of December 31, 2022 ​ $ 625,000 ​ There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the year ended December 31, 2022.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events
Subsequent Events	Note 9 — Subsequent Events The Company has evaluated subsequent events through the date these financial statements were available for issuance and determined that other than the items disclosed below, there were no subsequent events that would require adjustment or disclosure: Business Combination Agreement sponsor On January 9, 2023, Newcourt Acquisition Corp, entered into a Business Combination Agreement with Newcourt SPAC Sponsor LLC, Psyence Group Inc., a corporation organized under the laws of Ontario, Canada, and Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada (“Psyence Biomed”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the Effective Time (as defined below), (a) a to-be-incorporated wholly-owned subsidiary of Psyence Biomed domiciled in the Cayman Islands (the “Merger Sub”) will be merged with and into Newcourt (the “Merger”), with Newcourt surviving the Merger as a direct wholly-owned subsidiary of Psyence Biomed (the “Combined Company”). As consideration for the Merger, as of the effective time of the Merger (the “Effective Time”) (i) each Class B ordinary share, par value $0.0001 per share, of Newcourt (the “Newcourt Class B Stock”), issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and upon the terms set forth in the Business Combination Agreement, will be converted into the right to receive one common share of Psyence Biomed (each, a “Psyence Biomed Common Share”) (the “Per Share Merger Consideration”), and (ii) each Class A ordinary share, par value $0.0001 per share, of Newcourt (the “Newcourt Class A Stock”) issued and outstanding immediately prior to the Effective Time (after giving effect to the completion and payment of any redemptions of Newcourt Class A Stock (the “Redemption”)), other than shares owned by Newcourt, Merger Sub, Psyence Biomed or any of their respective subsidiaries, by virtue of the Merger and upon the terms and subject to the conditions set forth in the Business Combination Agreement, will be converted into the right to receive the Per Share Merger Consideration. The aggregate number of Psyence Biomed Common Shares into which the Newcourt Class A Stock and Newcourt Class B Stock are converted into is the merger consideration (the “Merger Consideration”). Before or upon the Closing, Psyence Biomed intends to transfer the shares of Good Psyence (Pty) Ltd (RF) (South Africa), Psyence Jamaica Ltd (Jamaica), Psyence Therapeutics Corp. (Ontario, Canada), Mind Health (Pty) Ltd (Lesotho), Psyence South Africa (Pty) Ltd (South Africa), and Pure Psyence Corp. (Canada) to an entity of the Psyence’s choice. In connection with the transactions contemplated by the Business Combination Agreement (the “Transaction”), Newcourt and Psyence Biomed also intend to enter into Subscription Agreements with certain investors, prior to the consummation of the Transaction (the “Closing”), to provide financing to Newcourt, Psyence Biomed or the Combined Company (the “PIPE Investment”). Immediately prior to the consummation of the PIPE Investment, Psyence Biomed will effect a stock split, under which each Psyence Biomed Common Share that is issued and outstanding as of such time shall be split into a number of Psyence Biomed Common Shares determined by multiplying each such Psyence Biomed Common Share by a split factor, which is the quotient obtained by dividing the Per Share Psyence Biomed Value by $10.00. The “Per Share Psyence Biomed Value” is the quotient obtained by dividing $50,000,000 by the total number of issued and outstanding Psyence Biomed Common Shares immediately prior to the stock split. Extension of time period On January 6, 2023, the Company held an extraordinary general meeting of shareholders (the “EGM”) for the purpose of considering and voting on the Charter Amendment and the Trust Agreement Amendment. The shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination for an initial three one Trust Agreement Amendment At the EGM, the shareholders of the Company also approved the amendment to the Company’s investment management trust agreement, dated as of October 19, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement Amendment”). Pursuant to the Trust Agreement Amendment, the Company will deposit into the Company’s trust account (the “Trust Account”), (i) as soon as practicable after the effective date of the Trust Agreement Amendment, for the initial three-month extension, the lesser of (a) $247,500 and (b) $0.165 for each Class A ordinary share outstanding after giving effect to the redemption, and (ii) for each additional one-month extension, the lesser of (a) $82,500 and (b) $0.055 for each Class A ordinary share outstanding after giving effect to the redemption. Redemption of Shares in Trust Account In connection with the EGM held on January 6, 2023, shareholders holding 23,497,468 ordinary shares (the “public shares”) exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $247 million (approximately $10.35 per public share) has been removed from the Trust Account to pay such holders and approximately $15.55 million remains in the Trust Account. Following redemptions, the Company has 1,502,532 public shares outstanding. Issuance of unsecured Promissory note On January 17, 2023, the Company issued an unsecured promissory note (the “Note”), in the amount of up to $1,000,000 to Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Note bears no interest and the principal balance is payable on the date of the consummation of the Company’s initial business combination (the “Maturity Date”). At the Maturity Date, by providing written notice to the Company, the Sponsor may elect to convert any portion or all of the amount outstanding under the Note, up to a maximum of $1,000,000, into securities of the Company. Recent events relating to the disruption in the U.S. banking system In March 2023, the shut‐down of certain financial institutions raised economic concerns over disruption in the U.S. banking system. The U.S. government took certain actions to strengthen public confidence in the U.S. banking system. However, there can be no certainty that the actions taken by the U.S. government will be effective in mitigating the effects of financial institution failures on the economy and restoring public confidence in the U.S. banking system. Additional financial institution failures may occur in the near term that may limit access to short‐term liquidity or have adverse impacts to the economy. Given the uncertainty of the situation, the related financial impact cannot be reasonably estimated at this time.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The company did not have any cash equivalents as of December 31, 2022 and 2021.
Investments Held in Trust Account	Investments Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Interest receivable balance as at December 31, 2022 pertains to interest income on investments held in Trust and will be included in the investment balance when received by the Company. Interest income received is reinvested into the investments held in Trust account.
Offering Costs associated with the IPO	Offering Costs associated with the IPO Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $15,937,545, consisting of $3,787,971 of underwriting fees, $11,000,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $1,149,574 of other costs.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage and Securities Investor Protection Corporation Insurance coverage limits of $250,000 and $500,000 (including cash of $250,000). At December 31, 2022 the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.
Income Taxes	Income Taxes ASC Topic 740, Income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States of America. As such, the Company’s tax provision was zero for the period presented. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Class A Ordinary Share Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary share subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary share subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary share (including Class A ordinary share that features 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) is classified as temporary equity. At all other times, Class A ordinary share is classified as stockholders’ equity. The Company’s Class A ordinary share features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 25,000,000 shares of Class A ordinary share subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 250,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ (15,375,000) Class A ordinary share issuance costs ​ (16,928,049) Plus: Accretion of carrying value to redemption value ​ 37,303,049 Class A ordinary share subject to possible redemption as on December 31, 2021 ​ ​ 255,000,000 Plus: Accretion of carrying value to redemption value ​ ​ 3,554,215 Class A ordinary share subject to possible redemption as on December 31, 2022 ​ $ 258,554,215
Net (Loss) Income per Ordinary Share	Net Income per Common Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 13,070,000 ordinary share at $11.50 per share were issued on October 22, 2021. At December 31, 2022 and 2021, no Public Warrants or Private Placement Warrants have been exercised. The 13,070,000 potential shares of Class A ordinary share for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2022 and period ended December 31, 2021 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2022 ​ ​ Class A Ordinary share ​ Class B Ordinary share Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income before accretion income ​ $ 6,411,451 ​ $ 1,602,863 Accretion of Class A ordinary shares to redemption value ​ 3,554,215 ​ — Net income including accretion of Class A Redeemable shares to redemption value ​ $ 9,965,666 ​ $ 1,602,863 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted average shares outstanding ​ 26,140,000 ​ 6,535,000 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.38 ​ $ 0.25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period February 25, 2021 (inception) through December 31, 2021 ​ ​ Class A Ordinary share ​ Class B Ordinary share Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income before accretion income ​ $ 3,970,571 ​ $ 4,259,869 Accretion of Class A ordinary shares to redemption value ​ ​ 37,303,049 ​ ​ — Net income including accretion of Class A Redeemable shares to redemption value ​ $ 41,273,620 ​ $ 4,259,869 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted average shares outstanding ​ 6,146,343 ​ 6,594,170 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 6.72 ​ $ 0.65
Accounting for Warrants	Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Black-Scholes pricing model at each measurement date.
Stock Compensation Expense	Stock Compensation Expense In connection with the Company’s IPO, Founder’s Shares were sold to certain independent directors from among the Sponsor’s pool of Founder’s Shares at the price paid by the Sponsor (par value of $0.0001). Although these Founder’s Shares were purchased by the independent directors for value, under ASC 718, “Compensation – Stock Compensation,” these Founder’s shares may be deemed stock-based compensation. The Company accounts for stock-based compensation expense in accordance with ASC 718, under which 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. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. As of October 6, 2021, the fair value of the 95,000 Founder Shares granted to certain independent directors by the Sponsor was $600,530 or $6.32 per share. The Company used a Monte Carlo Model simulation to arrive at the fair value of the stock compensation. The key assumptions in the option pricing model utilized are assumptions related to expected separation date of Units, anticipated business combination date, purchase price, share-price volatility, expected term, exercise date, risk-free interest rate and present value. The expected volatility as of the IPO closing date was derived based upon similar Special Purpose Acquisition Company (“SPAC”) warrants and technology exchange funds which with the Company’s stated industry target and terms until the exercise date. The Company’s Founder Shares sold to independent directors (see Note 5) was deemed within the scope of ASC 718 and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Founder Shares transferred is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized for the year ended December 31, 2022 and for the period from February 25, 2021 (inception) through December 31, 2021.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Schedule of recognized Class A ordinary share subject to possible redemption	​ ​ ​ ​ ​ Gross proceeds $ 250,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ (15,375,000) Class A ordinary share issuance costs ​ (16,928,049) Plus: Accretion of carrying value to redemption value ​ 37,303,049 Class A ordinary share subject to possible redemption as on December 31, 2021 ​ ​ 255,000,000 Plus: Accretion of carrying value to redemption value ​ ​ 3,554,215 Class A ordinary share subject to possible redemption as on December 31, 2022 ​ $ 258,554,215
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock	​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2022 ​ ​ Class A Ordinary share ​ Class B Ordinary share Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income before accretion income ​ $ 6,411,451 ​ $ 1,602,863 Accretion of Class A ordinary shares to redemption value ​ 3,554,215 ​ — Net income including accretion of Class A Redeemable shares to redemption value ​ $ 9,965,666 ​ $ 1,602,863 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted average shares outstanding ​ 26,140,000 ​ 6,535,000 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.38 ​ $ 0.25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period February 25, 2021 (inception) through December 31, 2021 ​ ​ Class A Ordinary share ​ Class B Ordinary share Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income before accretion income ​ $ 3,970,571 ​ $ 4,259,869 Accretion of Class A ordinary shares to redemption value ​ ​ 37,303,049 ​ ​ — Net income including accretion of Class A Redeemable shares to redemption value ​ $ 41,273,620 ​ $ 4,259,869 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted average shares outstanding ​ 6,146,343 ​ 6,594,170 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 6.72 ​ $ 0.65

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements
Schedule of company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted ​ Significant ​ Significant ​ ​ ​ ​ ​ Prices ​ Other ​ Other ​ ​ ​ ​ ​ in Active ​ Observable ​ Unobservable ​ ​ December ​ Markets ​ Inputs ​ Inputs Description ​ 31, 2021 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ Money Market Fund held in Trust Account ​ $ 255,002,424 ​ $ 255,002,424 — ​ — Liabilities: ​ ​ ​ Warrant Liability - Public Warrants ​ $ 6,125,000 ​ $ 6,125,000 — ​ — Warrant Liability - Private Warrants ​ $ 285,000 ​ — — ​ $ 285,000
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 Share Price ​ $ 10.28 ​ $ 9.91 ​ Exercise Price ​ $ 11.50 ​ $ 11.50 ​ Term (years) ​ 5.62 ​ 6.00 ​ Volatility ​ 4.10 % 8.00 % Risk Free Rate ​ 3.90 % 1.35 % Dividend Yield ​ 0.00 % 0.00 %
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ ​ Private Placement ​ ​ Warrants Fair value as of December 31, 2021 ​ $ 285,000 Change in fair value ​ (256,500) Fair value as of December 31, 2022 ​ $ 28,500

Description of Organization a_2

Description of Organization and Business Operations (Details)				10 Months Ended	12 Months Ended
	Jan. 09, 2023 USD ($) item $ / shares	Jan. 06, 2023 USD ($) $ / shares	Oct. 22, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares shares
Description of Organization and Business Operations
Condition for future business combination number of businesses minimum					1
Share price | $ / shares			$ 11.50		$ 10.20
Gross proceeds				$ 246,212,029
Proceeds from sale of Private Placement Warrants				11,400,000
Sale of Private Placement Warrants (in shares) | shares			13,070,000
Deferred underwriting fee payable				13,100,000
Deferred underwriting fee payable					$ 13,100,000
Aggregate purchase price				25,000
Condition for future business combination use of proceeds percentage					80
Condition for future business combination threshold Percentage Ownership					50
Condition for future business combination threshold Net Tangible Assets					$ 5,000,001
Redemption limit percentage without prior consent					15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100%
Redemption period upon closure					10 days
Maximum interest to dissolution expenses					$ 100,000
Company's net tangible assets					5,000,001
Amount of deposit made into Trust Account				255,000,000
Cash held in operating bank account				648,282	128,678
Marketable securities held in Trust Account				255,002,424	257,725,405
Working capital deficit					13,065,500
Interest income in trust account to pay tax obligations				$ 2,424	$ 3,551,791
Class A ordinary shares
Description of Organization and Business Operations
Ordinary shares, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001
Class B ordinary shares
Description of Organization and Business Operations
Ordinary shares, par value (in dollars per share) | $ / shares				$ 0.0001	$ 0.0001
If the consummation of a Business Combination by April 22, 2023
Description of Organization and Business Operations
Period for consummation of business combination					18 months
If the consummation of a Business Combination by July 22, 2023
Description of Organization and Business Operations
Period for consummation of business combination					21 months
Extension Period for consummation of business combination					3 months
Initial Public Offering
Description of Organization and Business Operations
Number of units issued | shares			22,000,000		25,000,000
Share price | $ / shares			$ 10		$ 10
Gross proceeds			$ 220,000,000
Offering costs			15,937,545		$ 15,937,545
Underwriting fees			3,787,971		3,787,971
Deferred underwriting fee payable			11,000,000		11,000,000
Other offering costs			1,149,574		1,149,574
Net proceeds placed in trust account					$ 255,000,000
Share price | $ / shares					$ 10.20
Initial Public Offering | Private placement warrants
Description of Organization and Business Operations
Proceeds from sale of Private Placement Warrants			$ 10,800,000
Sale of Private Placement Warrants (in shares) | shares			1,080,000
Price of warrant | $ / shares			$ 10
Private Placement | Private placement warrants
Description of Organization and Business Operations
Proceeds from sale of Private Placement Warrants			$ 11,400,000
Sale of Private Placement Warrants (in shares) | shares			1,140,000
Price of warrant | $ / shares			$ 10
Over-allotment option
Description of Organization and Business Operations
Number of units issued | shares					3,000,000
Gross proceeds					$ 30,000,000
Additional offering costs					$ 2,100,000
Subsequent Event
Description of Organization and Business Operations
Marketable securities held in Trust Account		$ 15,550,000
Subsequent Event | Charter Amendment
Description of Organization and Business Operations
Period for consummation of business combination		21 months
Extension Period for consummation of business combination		3 months
Subsequent Event | Trust Amendment
Description of Organization and Business Operations
Initial extension period		3 months
Subsequent Event | Psyence Biomed
Description of Organization and Business Operations
Price per share before stock split | $ / shares	$ 10
Stock value before stock split	$ 50,000,000
Subsequent Event | Psyence Biomed | Business Combination Agreement sponsor
Description of Organization and Business Operations
Number of shares entitled to receive per share | item	1
Subsequent Event | Psyence Biomed | Class A ordinary shares | Business Combination Agreement sponsor
Description of Organization and Business Operations
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001
Subsequent Event | Psyence Biomed | Class B ordinary shares | Business Combination Agreement sponsor
Description of Organization and Business Operations
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001
Subsequent Event | If three month extension period | Trust Amendment
Description of Organization and Business Operations
Share price | $ / shares		$ 0.165
Amount to be deposited in trust account		$ 247,500
Sponsor | Private placement warrants
Description of Organization and Business Operations
Additional offering costs			$ 60,000
Proceeds from sale of Private Placement Warrants			$ 600,000
Sponsor | Private Placement | Private placement warrants
Description of Organization and Business Operations
Sale of Private Placement Warrants (in shares) | shares			920,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Oct. 22, 2021
Summary of Significant Accounting Policies
Deferred underwriting fee payable	$ 13,100,000
Unrecognized tax benefits	0	$ 0
Unrecognized tax benefits accrued for interest and penalties	0	0
Provision for income taxes	0	$ 0
Cash, FDIC insured amount	250,000
Cash, SIPC insured amount	$ 500,000
Number of warrants to purchase shares issued			13,070,000
Share price	$ 10.20		$ 11.50
Anti dilutive securities excluded from computation of earnings per share amount	13,070,000
Public Warrants and Private Placement Warrants
Summary of Significant Accounting Policies
Warrants exercised	0	0
Class A ordinary shares subject to possible redemption
Summary of Significant Accounting Policies
Class A ordinary share subject to possible redemption, outstanding (in shares)	25,000,000	25,000,000
Initial Public Offering
Summary of Significant Accounting Policies
Underwriting fees	$ 3,787,971		$ 3,787,971
Deferred underwriting fee payable	11,000,000		11,000,000
Other offering costs	$ 1,149,574		$ 1,149,574
Share price	$ 10		$ 10
Founder Shares
Summary of Significant Accounting Policies
Share price	$ 0.0001
Founder Shares | Sponsor
Summary of Significant Accounting Policies
Number of shares granted	95,000
Fair value of shares granted	$ 600,530
Granted shares, per share	$ 6.32
Stock-based compensation expense	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Reconciliation of class A ordinary shares subject to possible redemption reflected in the balance sheet (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Plus: Accretion of carrying value to redemption value	$ 37,303,049	$ 3,554,215
Class A ordinary share subject to possible redemption	255,000,000	258,554,215	$ 255,000,000
Class A ordinary shares subject to possible redemption
Summary of Significant Accounting Policies
Gross proceeds			250,000,000
Proceeds allocated to Public Warrants			(15,375,000)
Class A ordinary share issuance costs			(16,928,049)
Plus: Accretion of carrying value to redemption value		3,554,215	(37,303,049)
Class A ordinary share subject to possible redemption	$ 255,000,000	$ 258,554,215	$ 255,000,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of share (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Numerator:
Accretion for Class A Ordinary shares to redemption value	$ 37,303,049	$ 3,554,215
Class A ordinary shares
Numerator:
Allocation of net income before accretion income	3,970,571	6,411,451
Accretion for Class A Ordinary shares to redemption value	37,303,049	3,554,215
Net income including accretion of Class A Redeemable shares to redemption value	$ 41,273,620	$ 9,965,666
Denominator:
Weighted average shares outstanding, Basic	6,146,343	26,140,000
Weighted average shares outstanding, Diluted	6,146,343	26,140,000
Basic net income per share	$ 6.72	$ 0.38
Diluted net income per share	$ 6.72	$ 0.38
Class B ordinary shares
Numerator:
Allocation of net income before accretion income	$ 4,259,869	$ 1,602,863
Net income including accretion of Class A Redeemable shares to redemption value	$ 4,259,869	$ 1,602,863
Denominator:
Weighted average shares outstanding, Basic	6,594,170	6,535,000
Weighted average shares outstanding, Diluted	6,594,170	6,535,000
Basic net income per share	$ 0.65	$ 0.25
Diluted net income per share	$ 0.65	$ 0.25

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		12 Months Ended
	Oct. 22, 2021	Dec. 31, 2022
Initial Public Offering
Share price	$ 11.50	$ 10.20
Initial Public Offering
Initial Public Offering
Number of units sold	22,000,000	25,000,000
Share price	$ 10	$ 10
Initial Public Offering | Public Warrants
Initial Public Offering
Number of shares in a unit		1
Number of warrants in a unit		0.5
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Over-allotment option
Initial Public Offering
Number of units sold		3,000,000

Private Placement (Details)

Private Placement (Details) - USD ($)		10 Months Ended
	Oct. 22, 2021	Dec. 31, 2021
Private Placement
Number of warrants to purchase shares issued	13,070,000
Proceeds from private placement		$ 11,400,000
Private placement warrants | Sponsor
Private Placement
Proceeds from private placement	$ 600,000
Private Placement | Private placement warrants
Private Placement
Number of warrants to purchase shares issued	1,140,000
Price of warrants	$ 10
Proceeds from private placement	$ 11,400,000
Number of shares in a unit	1
Number of warrants in a unit	0.5
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Private Placement | Private placement warrants | Sponsor
Private Placement
Number of warrants to purchase shares issued	920,000
Private Placement | Private placement warrants | Cantor
Private Placement
Number of warrants to purchase shares issued	187,000
Private Placement | Private placement warrants | CCM
Private Placement
Number of warrants to purchase shares issued	33,000

Related-Party Transactions- Fou

Related-Party Transactions- Founder Shares (Details)			10 Months Ended	12 Months Ended
	Oct. 19, 2021 shares	Mar. 11, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) D $ / shares shares
Related-Party Transactions
Aggregate purchase price | $			$ 25,000
Class B ordinary shares
Related-Party Transactions
Common shares, par value (per share) | $ / shares			$ 0.0001	$ 0.0001
Common shares, shares outstanding			6,535,000	6,535,000
Founder Shares
Related-Party Transactions
Number of shares forfeited		841,500
Founder Shares | Sponsor
Related-Party Transactions
Number of shares forfeited		76,500
Founder Shares | Sponsor | Class B ordinary shares
Related-Party Transactions
Aggregate purchase price | $		$ 25,000
Number of shares issued		5,912,500
Common shares, par value (per share) | $ / shares		$ 0.0001
Share dividend	0.099	0.017
Common shares, shares outstanding	6,611,500			6,015,000
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Promissory Note with Related Party | Sponsor
Related-Party Transactions
Outstanding balance of related party note | $				$ 0

Related-Party Transactions - Ad

Related-Party Transactions - Additional Information (Details) - USD ($)		10 Months Ended	12 Months Ended
	Jun. 21, 2021	Dec. 31, 2021	Dec. 31, 2022	Mar. 11, 2021
Related-Party Transactions
Due to affiliate			$ 100,000
Promissory Note with Related Party | Sponsor
Related-Party Transactions
Maximum borrowing capacity of related party promissory note				$ 300,000
Repayment of promissory note - related party	$ 1,000,000
Support Services | Sponsor
Related-Party Transactions
Expenses per month			30,000
Due to affiliate		$ 45,000	100,000
Due from affiliates			118,425
Expenses incurred and paid		$ 45,000	220,000
Working Capital Loans | Sponsor
Related-Party Transactions
Loan conversion agreement warrant			1,500,000
Working Capital Loans outstanding			$ 0
Working Capital Loans | Working capital loans warrant | Sponsor
Related-Party Transactions
Conversion Price			$ 10

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Oct. 22, 2021
Commitments and Contingencies
Underwriting cash discount per unit	$ 0.20
Additional advisor and expenses	$ 612,029
Underwriter cash discount	$ 3,787,971
Deferred underwriting commission per unit	$ 0.50
Deferred underwriting fee payable		$ 13,100,000
Deferred underwriting commission	$ 12,500,000
Deferred underwriting fee payable	$ 13,100,000
Over-allotment option
Commitments and Contingencies
Options to granted number of days to underwriters	45 days
Number of units issued	3,000,000
Additional deferred underwriting cash discount per unit	$ 0.20
Additional deferred underwriting cash discount	$ 600,000
Unexercised portion of shares forfeited			3,000,000
Over-allotment option | Maximum
Commitments and Contingencies
Number of units issued	3,300,000

Shareholders' Deficit - Ordinar

Shareholders' Deficit - Ordinary shares (Details)	12 Months Ended
	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Class A ordinary shares
Shareholders' Equity (Deficit)
Ordinary shares, shares authorized	100,000,000	100,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Class A ordinary shares subject to possible redemption
Shareholders' Equity (Deficit)
Class A ordinary share subject to possible redemption, outstanding (in shares)	25,000,000	25,000,000
Class A ordinary shares not subject to possible redemption
Shareholders' Equity (Deficit)
Ordinary shares, shares authorized	100,000,000	100,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	1,140,000	1,140,000
Ordinary shares, shares outstanding	1,140,000	1,140,000
Class B ordinary shares
Shareholders' Equity (Deficit)
Ordinary shares, shares authorized	10,000,000	10,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	6,535,000	6,535,000
Ordinary shares, shares outstanding	6,535,000	6,535,000
Ordinary shares, votes per share | Vote	1
Shares subject to forfeiture	76,500
Underwriters over allotment period	45 days
Conversion of stock, shares issued	1
Ratio to be applied to the stock in the conversion	22.74

Shareholders' Deficit - Preferr

Shareholders' Deficit - Preferred Shares (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Shareholders' Equity
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0

Shareholders' Deficit - Warrant

Shareholders' Deficit - Warrants (Details)	12 Months Ended
	Dec. 31, 2022 D $ / shares
Derivative Warrant Liabilities
Trading period after business combination used to measure dilution of warrant | D	20
Public Warrants
Derivative Warrant Liabilities
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Warrant exercise price adjustment multiple	115
Share price trigger used to measure dilution of warrant	$ 9.20
Public Warrants | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00
Derivative Warrant Liabilities
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Warrant redemption condition minimum share price	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | D	30

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Money Market Fund held in Trust Account	$ 257,725,405	$ 255,002,424
Liabilities:
Warrant Liability		$ 6,410,000
Warrants outstanding	13,070,000	13,070,000
Quoted Prices in Active Markets (Level 1)
Assets:
Money Market Fund held in Trust Account	$ 257,725,405	$ 255,002,424
Public Warrants
Liabilities:
Warrant Liability	$ 625,000	$ 6,125,000
Warrants outstanding	12,500,000	12,500,000
Public Warrants | Quoted Prices in Active Markets (Level 1)
Liabilities:
Warrant Liability	$ 625,000	$ 6,125,000
Private placement warrants
Liabilities:
Warrant Liability	$ 28,500	$ 285,000
Warrants outstanding	570,000	570,000
Private placement warrants | Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant Liability	$ 28,500	$ 285,000

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details)	12 Months Ended
	Dec. 31, 2022 Y $ / shares	Dec. 31, 2021 Y $ / shares
Public Warrants and Private Placement Warrants
Level 3 Fair Value Measurements Inputs
Fair value of warrants per share	$ 0.05
Public warrants
Level 3 Fair Value Measurements Inputs
Fair value of warrants per share		$ 0.49
Private placement warrants
Level 3 Fair Value Measurements Inputs
Fair value of warrants per share		$ 0.50
Share Price | Significant Other Unobservable Inputs (Level 3)
Level 3 Fair Value Measurements Inputs
Warrants, measurement input	10.28	9.91
Exercise Price | Significant Other Unobservable Inputs (Level 3)
Level 3 Fair Value Measurements Inputs
Warrants, measurement input	11.50	11.50
Term (years) | Significant Other Unobservable Inputs (Level 3)
Level 3 Fair Value Measurements Inputs
Warrants, measurement input | Y	5.62	6
Volatility | Significant Other Unobservable Inputs (Level 3)
Level 3 Fair Value Measurements Inputs
Warrants, measurement input	0.0410	0.0800
Risk Free Rate | Significant Other Unobservable Inputs (Level 3)
Level 3 Fair Value Measurements Inputs
Warrants, measurement input	0.0390	0.0135
Dividend Yield | Significant Other Unobservable Inputs (Level 3)
Level 3 Fair Value Measurements Inputs
Warrants, measurement input	0	0

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value Measurements
Fair Value	Change in fair value of warrants
Fair value liabilities transfer into level 3	$ 0
Significant Other Unobservable Inputs (Level 3) | Public warrants
Fair Value Measurements
Fair value of warrant liabilities at the beginning	6,125,000
Change in fair value	(5,500,000)
Fair value of warrant liabilities at end	625,000
Significant Other Unobservable Inputs (Level 3) | Private placement warrants
Fair Value Measurements
Fair value of warrant liabilities at the beginning	285,000
Change in fair value	(256,500)
Fair value of warrant liabilities at end	$ 28,500

Subsequent Events (Details)

Subsequent Events (Details)	Jan. 17, 2023 USD ($)	Jan. 06, 2023 USD ($) item $ / shares shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares
Subsequent Events
Investments held in Trust Account			$ 257,725,405	$ 255,002,424
Company's net tangible assets			$ 5,000,001
Class B ordinary shares
Subsequent Events
Common shares, shares outstanding | shares			6,535,000	6,535,000
Subsequent Event
Subsequent Events
Number of shares redeemed | shares		23,497,468
Value of shares redeemed		$ 247,000,000
Redemption price per share | $ / shares		$ 10.35
Investments held in Trust Account		$ 15,550,000
Common shares, shares outstanding | shares		1,502,532
Subsequent Event | Unsecured promissory note | Newcourt SPAC Sponsor LLC
Subsequent Events
Amount of debt issued	$ 1,000,000
Amount of debt may be converted in to securities at the time of maturity	$ 1,000,000
Subsequent Event | Charter Amendment
Subsequent Events
Maximum number of times for extend the date by which the Company has to consummate a business combination | item		3
Additional extension period each time for the Company to consummate a business combination		1 month
Extension Period for consummation of business combination		3 months
Period for consummation of business combination		21 months
Subsequent Event | Trust Amendment
Subsequent Events
Initial extension period		3 months
Additional extension period each time		1 month
Subsequent Event | Trust Amendment | If three month extension period
Subsequent Events
Amount to be deposited in trust account		$ 247,500
Price per share | $ / shares		$ 0.165
Subsequent Event | Trust Amendment | If additional one month extension period
Subsequent Events
Amount to be deposited in trust account		$ 82,500
Price per share | $ / shares		$ 0.055