Crescera Capital Acquisition (CRECW) 10-K 14 Apr 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 14, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	CRESCERA CAPITAL ACQUISITION CORP.
Trading Symbol	CREC
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001851230
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-41081
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Rua Aníbal de Mendonça, 27, 2nd floor
Entity Address, City or Town	Rio de Janeiro
Entity Address, Country	BR
Entity Address, Postal Zip Code	22410-050
City Area Code	+55
Local Phone Number	(21) 3687-1500
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	688
Auditor Name	Marcum llp
Auditor Location	Boston, MA
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		20,125,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,708,333

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 618,891	$ 961,893
Prepaid expenses	273,893	311,789
Total current assets	892,784	1,273,682
Marketable securities held in trust account	208,242,878	205,292,557
Other non-current assets		263,192
Total Assets	209,135,662	206,829,431
Current liabilities:
Accounts payable	25,325	19,583
Promissory note - related party	149,008	162,569
Accrued expenses	140,312	38,297
Total current liabilities	314,645	220,449
Deferred underwriting fee payable	7,043,750	7,043,750
Derivative warrant liabilities	624,350	13,926,587
Total Liabilities	7,982,745	21,190,786
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 20,125,000 shares at redemption value of approximately $10.26 and $10.20 as of September 30, 2022 and December 31, 2021, respectively	208,142,878	205,275,000
Shareholders’ Deficit:
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and December 31, 2021
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued or outstanding (excluding 20,125,000 shares subject to possible redemption) as of December 31, 2022 and December 31, 2021
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,708,333 shares issued and outstanding as of December 31, 2022 and December 31, 2021	671	671
Additional paid-in capital
Accumulated deficit	(6,990,632)	(19,637,026)
Total Shareholders’ Deficit	(6,989,961)	(19,636,355)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$ 209,135,662	$ 206,829,431

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption	20,125,000	20,125,000
Ordinary shares subject to possible redemption per share (in Dollars per share)	$ 10.34	$ 10.2
Class A ordinary shares subject to possible redemption, par value (in Dollars per share)	0.0001	0.0001
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	6,708,333	6,708,333
Ordinary shares, shares outstanding	6,708,333	6,708,333

Statements of Operations

Statements of Operations - USD ($)		10 Months Ended	12 Months Ended
		Dec. 31, 2021	Dec. 31, 2022
Formation and operating costs		$ 88,245	$ 738,581
Loss from operations		(88,245)	(738,581)
Gain, dividends and interest on marketable securities (net), held in trust account		17,557	2,950,321
Change in fair value of derivative warrant liabilities		2,203,163	13,302,237
Transaction costs allocation to derivative warrant liabilities		(498,614)
Other income		6	295
Net income		$ 1,633,867	$ 15,514,272
Class A Ordinary Shares
Weighted average shares outstanding of ordinary shares, basic and diluted (in Shares)		2,660,593	20,125,000
Basic and diluted net income (loss) per share, ordinary shares (in Dollars per share)		$ 0.19	$ 0.58
Class B Ordinary Shares
Weighted average shares outstanding of ordinary shares, basic and diluted (in Shares)	[1]	5,985,169	6,708,333
Basic and diluted net income (loss) per share, ordinary shares (in Dollars per share)		$ 0.19	$ 0.58
[1]The period from March 11, 2021 (inception) through November 23, 2021, the date of the Company's initial public offering, excludes up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). On November 23, 2021, the over-allotment option was exercised in full and the shares are no longer subject to forfeiture.

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A Ordinary Shares
Weighted average shares outstanding of ordinary shares, basic	2,660,593	20,125,000
Diluted net income (loss) per share, ordinary shares	$ 0.19	$ 0.58
Class B Ordinary Shares
Weighted average shares outstanding of ordinary shares, basic	5,985,169	6,708,333
Diluted net income (loss) per share, ordinary shares	$ 0.19	$ 0.58

Statements of Changes in Ordina

Statements of Changes in Ordinary Shares Subject To Possible Redemption and Shareholders’ Deficit - USD ($)	Ordinary Shares Subject to Possible Redemption Class A		Ordinary Shares Class B	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Mar. 10, 2021		[1]
Balance (in Shares) at Mar. 10, 2021		[1]
Issuance of Class B ordinary shares to Sponsor		[1]	$ 671	24,329		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		[1]	6,708,333
Proceeds from the sale of Class A ordinary shares	$ 201,250,000	[1]
Proceeds from the sale of Class A ordinary shares (in Shares)	20,125,000
Paid underwriters fees	$ (4,025,000)	[1]
Deferred underwriting fees payable	(7,043,000)	[1]
Liabilities associated to equity instruments – Public Warrants	(8,009,750)	[1]
Other offering costs	(221,734)	[1]
Excess of cash received over fair value of Private Placement Warrants		[1]		2,030,012		2,030,012
Re-measurement of Class A ordinary shares to redemption value	23,325,234	[1]		(2,054,341)	(21,270,893)	(23,325,234)
Net income (loss)		[1]			1,633,867	1,633,867
Balance at Dec. 31, 2021	$ 205,275,000	[1]	$ 671		(19,637,026)	(19,636,355)
Balance (in Shares) at Dec. 31, 2021	20,125,000	[1]	6,708,333
Net income (loss)		[1]			15,514,272	15,514,272
Remeasurement of Class A ordinary shares subject to redemption to redemption value	2,867,878	[1]			(2,867,878)	(2,867,878)
Balance at Dec. 31, 2022	$ 208,142,878	[1]	$ 671		$ (6,990,632)	$ (6,989,961)
Balance (in Shares) at Dec. 31, 2022	20,125,000	[1]	6,708,333
[1]Due to the Ordinary Shares Subject to Possible Redemption being accounted for as temporary equity on the Balance Sheets, the Class A amounts are not included in the Total Shareholders’ Deficit column, as those amounts reflect permanent equity items.

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 income	$ 1,633,867	$ 15,514,272
Adjustments to reconcile net income to net cash used in operating activities:
Gain, dividends and interest on marketable securities (net), held in trust account	(17,557)	(2,950,321)
Transaction costs allocated to derivative warrant liabilities	498,614
Change in fair value of derivative warrant liabilities	(2,203,163)	(13,302,237)
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares	23,804
Changes in operating assets and liabilities:
Prepaid expenses and other non-current assets	(574,981)	301,088
Accounts payable		5,742
Accrued expenses	29,094	102,015
Net cash used in operating activities	(610,322)	(329,441)
Cash Flows from Investing Activities
Investment of cash into trust account	(205,275,000)
Net cash used in investing activities	(205,275,000)
Cash Flows from Financing Activities
Repayments of promissory note – related party		(13,561)
Proceeds from sale of Class A shares, gross	201,250,000
Proceeds from sale of Private Placement Warrants	10,150,000
Offering costs paid	(4,552,785)
Net cash (used in) provided by financing activities	206,847,215	(13,561)
Net Change in Cash	961,893	(343,002)
Cash - Beginning of period		961,893
Cash - End of period	961,893	618,891
Supplemental disclosure of noncash investing and financing activities:
Initial class A shares subject to possible redemption	181,949,766
Remeasurement of Class A ordinary shares subject to redemption value	23,325,234	2,867,878
Offering costs included in accounts payable	19,583
Deferred offering costs included in accrued offering costs	9,203
Deferred offering costs paid through promissory note – related party	162,569
Issuance of Founder Shares to Officer in exchange for payment of legal and formation costs	1,196
Deferred underwriting fees payable	7,043,750
Initial measurement of public warrants and private placement warrants	$ 16,129,750

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Crescera Capital Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on March 11, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 11, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in a trust account from the proceeds derived from the Initial Public Offering and non-operating income or expense in the form of changes in the fair value of warrant liabilities. The registration statement for the Company’s Initial Public Offering was declared effective on November 18, 2021. On November 23, 2021, the Company consummated the Initial Public Offering of 20,125,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 2,625,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $201,250,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,150,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to CC Sponsor LLC (the “Sponsor”) generating gross proceeds of $10,150,000 (see Note 4). Upon the closing of the Initial Public Offering on November 23, 2021, an amount of $205,275,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in 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 Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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 that the Company will be able to successfully effect a Business Combination. The Company will provide its 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 shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an initial Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which public shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A ordinary shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or May 23, 2023 (or within 24 months from the closing of the Initial Public Offering, or November 23, 2023, if the Company extends the period of time to consummate its initial Business Combination in accordance with the terms described in the prospectus) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirement of applicable law. The representative of the underwriters agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). If the period of time is extended to consummate our initial Business Combination, the Company may need to obtain additional financing from our Sponsor in order to meet its obligations. The Company may, but is not obligated to, extend the period of time to consummate a business combination by an additional six months (for a total of up to 24 months to complete a business combination); provided that the Company's sponsor (or its designees) must deposit into the trust account funds equal to $0.10 per unit sold in its offering, for an aggregate additional amount of $2,012,500 for such extension, in exchange for a non-interest bearing, unsecured promissory note to be repaid by us following the Company's business combination. Such loan may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided Risks and Uncertainties COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. War in Ukraine As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern, Liquidity and Capital Resources As of December 31, 2022, the Company had $618,891 in cash held outside of the Trust Account and a working capital surplus of $578,139. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans (as defined in Note 5). As of December 31, 2022, there were no amounts outstanding under any working capital loans. The Company will have until May 23, 2023 to complete a Business Combination, which period can be extended to November 23, 2023 if the Company extends the period of time to consummate its initial Business Combination in accordance with the terms described in the prospectus. If a Business Combination is not consummated by May 23, 2023 and an extension has not been effected as described above, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company has incurred and expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations, management has determined that the Company’s liquidation deadline raises substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. There is no assurance that the Company’s plans to consummate a Business Combination or raise additional funds will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Financial Statement Reclassification Prior year amounts for general and administrative have been reclassified to formation and operating costs for consistency with the current year presentation and had no effect on the Company’s balance sheet, net loss, stockholders’ deficit or cash flows. 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. As of December 31, 2022 and 2021, the Company had operating cash (i.e. cash held outside the Trust Account) of $618,891 and $961,893, respectively. Marketable Securities in the Trust Account As of December 31, 2022 and 2021, the Company had a total of $208,242,878 and $205,292,557 in the Trust Account held in cash and money market funds, respectively. The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, 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 these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statements of operations. The fair value for trading securities is determined using quoted market prices in active markets. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheets for current assets and current liabilities approximate fair value due to their short-term nature. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e. observable inputs) and the lowest priority to data lacking transparency (i.e. unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant inputs to its valuation. The following is a description of the three hierarchy levels. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company issued 10,062,500 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 10,150,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative 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 statement of operations. The fair value of warrants issued in connection with the Initial Public Offering were measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged to temporary equity. Class A Ordinary Shares Subject to Possible Redemption All of the 20,125,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. The redemption value of the redeemable ordinary shares as of December 31, 2022 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $2,867,878 for the year ended December 31, 2022. As of December 31, 2022, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table: Class A ordinary shares subject to possible redemption Gross proceeds $ 201,250,000 Less: Proceeds allocated to Public Warrants classified as equity (8,009,750 ) Issuance costs allocated to Class A ordinary shares (11,290,484 ) Plus: Remeasurement of carrying value to redemption value 23,325,234 Class A ordinary shares subject to possible redemption as of December 31, 2021 205,275,000 Plus: Remeasurement of carrying value to redemption value 2,867,878 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 208,142,878 Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The remeasurement of Class A ordinary shares subject to redemption to redemption value is excluded from the earnings per share as the redemption value approximates fair value. Class B ordinary shares subject to forfeiture are not considered in the calculation of diluted income per share until the forfeiture contingency has lapsed. The Company has not considered the effect of the Public Warrants (as defined in Note 3) and Private Placement Warrants to purchase an aggregate of 20,212,500 shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Year Ended For the Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 11,635,704 $ 3,878,568 $ 502,796 $ 1,131,071 Denominator: Basic and diluted weighted average shares outstanding 20,125,000 6,708,333 2,660,593 5,985,169 Basic and diluted net income per share $ 0.58 $ 0.58 $ 0.19 $ 0.19 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering Abstract
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,125,000 Units, which includes the exercise by the underwriters of their over-allotment option in the amount of 2,625,000, at $10.00 per Unit, generating gross proceeds of $201,250,000. Each Unit consisted of one share of Class A ordinary shares of the Company, par value $0.0001 per share, and one-half of one redeemable warrant of the Company (“Public Warrant” or together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement Abstract
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,150,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $10,150,000). Each warrant is exercisable to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share. Certain proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In March 2021, one of the Company’s officers paid $25,000, to cover certain of the Company’s offering costs, in exchange for an aggregate of 5,750,000 Class B ordinary shares (the “Class B Ordinary Shares” or “Founder Shares”), which were temporarily issued to such officer. On April 7, 2021, the Founder Shares were transferred to the Company’s Sponsor. In October 2021, the Company effected a share capitalization pursuant to which an additional 958,333 Founder Shares were issued for no consideration, using the existing share premium account, resulting in an aggregate of 6,708,333 of Founder Shares outstanding. Prior to the Initial Public Offering, the Sponsor also transferred 25,000 of the Founder Shares to each of the Company’s three independent directors. The Founder Shares include an aggregate of up to 875,000 shares that were subject to forfeiture by the Sponsor. The underwriter’s over-allotment opinion was exercised and these shares are no longer subject to forfeiture. Prior to the initial investment in the Company of $25,000 by the Company’s Sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Out of the 6,708,333 Founder Shares, 5,031,250 Founder Shares will convert into Class A ordinary shares after the initial Business Combination and 1,677,083 Founder Shares will convert into Class A ordinary shares only to the extent the Company’s share trades at or above $12.50 per share as described in the final prospectus. Prior to the Initial Public Offering, three independent directors purchased 25,000 Founder Shares each from the Sponsor, at their original purchase price (approximately $0.004 per share) for a total of $280. If the director is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar Business Combination involving the Company, all of the director’s Class B ordinary shares shall be returned to the Sponsor. The fair value of the Founder Shares at the grant dates was determined using an internal model using the issuance price of the Units in the Initial Public Offering as a proxy adjusting for the value for the warrants included in the Units, for the probability the Company will consummate an initial Business Combination and for holding costs and no rights of redemption. Valuation of the 75,000 Founder Shares granted to the directors is estimated to be $342,201 or $4.56 per share. The Company will record the fair value of the transferred shares in excess of the amount paid of $341,921 as director compensation expense upon consummation of an initial Business Combination, in accordance with the guidance in ASC 718, Compensation - Stock Compensation. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the initial Business Combination or (ii) subsequent to the initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization 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. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of the initial Business Combination, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate on an as-converted basis, 15% of the sum of (i) the total number of all Class A ordinary shares issued and outstanding upon completion of this offering (including the over-allotment shares as a result of the underwriter exercising its over-allotment option), plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Founder Shares plus (iii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (x) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, and (y) any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of working capital loans. Prior to the initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on the appointment of directors. Promissory Note - Related Party The Sponsor agreed to loan the Company an aggregate of up to $250,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and was due at the earlier of December 31, 2022 or the closing of the initial Business Combination. In January 2023, the loan was amended retroactively to December 31, 2022 to become due only upon a Business Combination. As of December 31, 2022 and 2021, the Company had borrowed $149,008 and $162,569 under the promissory note, respectively. Working Capital Loans In order to finance transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that an initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an initial Business Combination or, at the lender’s discretion, up to $2,100,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post-initial Business Combination entity at a price of $1.00 per warrant. 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. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement that was signed prior to the consummation of the Initial 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 be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. 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 to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters fully exercised the option on November 23, 2021. The underwriters were entitled to a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4,025,000 in the aggregate, which was paid upon closing of the Initial Public Offering. In addition, the representative of the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or $7,043,750. The deferred fee will become payable to the representative of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Warrant Liabilities Abstract
WARRANTS	NOTE 7. WARRANTS The Company accounted for the 20,212,500 Warrants issued in connection with the Initial Public Offering (the 10,062,500 of Public Warrants and the 10,150,000 of Private Placement Warrants) in accordance with the guidance contained in ASC 815-40 Derivatives and Hedging — Contracts in Entity’s Own Equity. Such guidance provides that, because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant must be recorded as a liability. Accordingly, the Company classifies each Warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the Warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own shares and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the Initial Public Offering. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination provided The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary shares” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A ordinary shares the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to the offer. If less than 65% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00: ● in whole and not in part; ● at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Warrants” based on the redemption date and the “fair market value” of Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities — Warrants — Public Warrants”; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In no event will the Company be required to net cash settle any warrant. 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.

Shareholders_ (Deficit)

Shareholders’ (Deficit)	12 Months Ended
	Dec. 31, 2022
Shareholders’ Deficit [Abstract]
SHAREHOLDERS’ (DEFICIT)	NOTE 8. SHAREHOLDERS’ DEFICIT Preferred shares no Class A ordinary shares no Class B ordinary shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 208,242,878 $ 208,242,878 $ — $ — Liabilities Warrant liability – Public Warrants $ 302,881 $ 302,881 $ — $ — Warrant liability – Private Placement Warrants $ 321,469 $ — $ — $ 321,469 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 205,292,557 $ 205,292,557 $ — $ — Liabilities Warrant liability – Public Warrants $ 6,912,937 $ — $ — $ 6,912,937 Warrant liability – Private Placement Warrants $ 7,013,650 $ — $ — $ 7,013,650 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CRECW. The quoted price of the Public Warrants was approximately $0.03 per warrant as of December 31, 2022. The estimated fair value of the Private Placement Warrants, and the Public Warrants was initially determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its Private Placement Warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A ordinary shares 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. During the current reporting period with respect to the expected life assumption, the Company revised its methodology in estimating the term which has been accounted for on a prospective basis as a change in accounting estimate. As of December 31, 2022, the expected life of the warrants was estimated utilizing a probability-weighted approach based on the expected outcomes of both a successful and unsuccessful business combination. Prior to the change in estimate, the expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement on January 14, 2022, after the Public Warrants were separately listed and traded. The following table provides the significant inputs used in the Monte Carlo simulation model to measure the fair value of the Private Placement Warrants: As of As of Exercise Price 11.50 11.50 Underlying share price $ 10.22 $ 9.69 Volatility 5.3 % 12.3 % Weighted Term to Business Combination (years) 1.07 6.25 Risk-free rate 4.71 % 1.37 % Dividend yield 0.00 % 0.00 % The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis as of December 31, 2022: Fair value at March 11, 2021 (inception) $ — Issuance of Public and Private Placement Warrants - Level 3 measurements 16,129,750 Change in fair value of derivative warrant liabilities with Level 3 inputs (2,203,163 ) Fair value as of December 31, 2021 13,926,587 Transfer of Public Warrants to Level 1 measurement (6,912,938 ) Change in fair value of derivative warrant liabilities with Level 3 inputs (6,692,181 ) Fair value as of December 31, 2022 $ 321,469

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than the change in the due date for the Promissory Note - Related Party in Note 5.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Financial Statement Reclassification	Financial Statement Reclassification
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. As of December 31, 2022 and 2021, the Company had operating cash (i.e. cash held outside the Trust Account) of $618,891 and $961,893, respectively.
Marketable Securities in the Trust Account	Marketable Securities in the Trust Account As of December 31, 2022 and 2021, the Company had a total of $208,242,878 and $205,292,557 in the Trust Account held in cash and money market funds, respectively. The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, 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 these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statements of operations. The fair value for trading securities is determined using quoted market prices in active markets.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheets for current assets and current liabilities approximate fair value due to their short-term nature. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e. observable inputs) and the lowest priority to data lacking transparency (i.e. unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant inputs to its valuation. The following is a description of the three hierarchy levels. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company issued 10,062,500 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 10,150,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative 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 statement of operations. The fair value of warrants issued in connection with the Initial Public Offering were measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged to temporary equity.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption All of the 20,125,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. The redemption value of the redeemable ordinary shares as of December 31, 2022 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $2,867,878 for the year ended December 31, 2022. As of December 31, 2022, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table: Class A ordinary shares subject to possible redemption Gross proceeds $ 201,250,000 Less: Proceeds allocated to Public Warrants classified as equity (8,009,750 ) Issuance costs allocated to Class A ordinary shares (11,290,484 ) Plus: Remeasurement of carrying value to redemption value 23,325,234 Class A ordinary shares subject to possible redemption as of December 31, 2021 205,275,000 Plus: Remeasurement of carrying value to redemption value 2,867,878 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 208,142,878
Net Income Per Ordinary Share	Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The remeasurement of Class A ordinary shares subject to redemption to redemption value is excluded from the earnings per share as the redemption value approximates fair value. Class B ordinary shares subject to forfeiture are not considered in the calculation of diluted income per share until the forfeiture contingency has lapsed. The Company has not considered the effect of the Public Warrants (as defined in Note 3) and Private Placement Warrants to purchase an aggregate of 20,212,500 shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Year Ended For the Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 11,635,704 $ 3,878,568 $ 502,796 $ 1,131,071 Denominator: Basic and diluted weighted average shares outstanding 20,125,000 6,708,333 2,660,593 5,985,169 Basic and diluted net income per share $ 0.58 $ 0.58 $ 0.19 $ 0.19
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of Class A ordinary shares subject to redemption	Class A ordinary shares subject to possible redemption Gross proceeds $ 201,250,000 Less: Proceeds allocated to Public Warrants classified as equity (8,009,750 ) Issuance costs allocated to Class A ordinary shares (11,290,484 ) Plus: Remeasurement of carrying value to redemption value 23,325,234 Class A ordinary shares subject to possible redemption as of December 31, 2021 205,275,000 Plus: Remeasurement of carrying value to redemption value 2,867,878 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 208,142,878
Schedule of basic and diluted net income (loss) per ordinary share	For the Year Ended For the Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 11,635,704 $ 3,878,568 $ 502,796 $ 1,131,071 Denominator: Basic and diluted weighted average shares outstanding 20,125,000 6,708,333 2,660,593 5,985,169 Basic and diluted net income per share $ 0.58 $ 0.58 $ 0.19 $ 0.19

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis	Description Amount at Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 208,242,878 $ 208,242,878 $ — $ — Liabilities Warrant liability – Public Warrants $ 302,881 $ 302,881 $ — $ — Warrant liability – Private Placement Warrants $ 321,469 $ — $ — $ 321,469 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 205,292,557 $ 205,292,557 $ — $ — Liabilities Warrant liability – Public Warrants $ 6,912,937 $ — $ — $ 6,912,937 Warrant liability – Private Placement Warrants $ 7,013,650 $ — $ — $ 7,013,650
Schedule of model to measure the fair value of the Private Placement Warrants	As of As of Exercise Price 11.50 11.50 Underlying share price $ 10.22 $ 9.69 Volatility 5.3 % 12.3 % Weighted Term to Business Combination (years) 1.07 6.25 Risk-free rate 4.71 % 1.37 % Dividend yield 0.00 % 0.00 %
Schedule of financial instruments that are measured at fair value on a recurring basis	Fair value at March 11, 2021 (inception) $ — Issuance of Public and Private Placement Warrants - Level 3 measurements 16,129,750 Change in fair value of derivative warrant liabilities with Level 3 inputs (2,203,163 ) Fair value as of December 31, 2021 13,926,587 Transfer of Public Warrants to Level 1 measurement (6,912,938 ) Change in fair value of derivative warrant liabilities with Level 3 inputs (6,692,181 ) Fair value as of December 31, 2022 $ 321,469

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 23, 2021	Dec. 31, 2022
Description of Organization and Business Operations (Details) [Line Items]
Price per share		$ 1
Fair market value, percentage		80%
Business combination acquires, percentage		50%
Net tangible assets		$ 5,000,001
Percentage of redemption		15%
Trust account price per share		$ 10.2
Interest to pay dissolution expenses		$ 100,000
Per unit sold		$ 0.1
Public share price		$ 10.2
Cash		$ 618,891
Working capital		578,139
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share	$ 10
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 10,150,000
Warrants issued		10,150,000
Share price		$ 1
Net proceeds	$ 205,275,000
Price per share	$ 10.2
Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Aggregate additional amount		$ 2,012,500
Class A Ordinary Shares [Member] | IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares in units	20,125,000
Class A Ordinary Shares [Member] | Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares in units	2,625,000
Generating gross proceeds	$ 201,250,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business acquisition, share price		$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 618,891	$ 961,893
Cash and money market funds	$ 208,242,878	$ 205,292,557
Ordinary shares redemption (in Shares)	20,125,000
Expected dissolution expenses	$ 100,000
Carrying amount of the redeemable ordinary shares	$ 2,867,878
Aggregate to purchase (in Shares)	20,212,500
Federal depository insurance coverage	$ 250,000
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of shares (in Shares)	10,062,500
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of shares (in Shares)	10,150,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Class A ordinary shares subject to redemption - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A ordinary shares subject to possible redemption
Gross proceeds		$ 201,250,000
Less:
Proceeds allocated to Public Warrants classified as equity		(8,009,750)
Issuance costs allocated to Class A ordinary shares		(11,290,484)
Plus:
Additional remeasurement of carrying value to redemption value	$ 2,867,878	23,325,234
Class A ordinary shares subject to possible redemption	$ 208,142,878	$ 205,275,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($)		10 Months Ended	12 Months Ended
		Dec. 31, 2021	Dec. 31, 2022
Class A [Member]
Numerator:
Net income		$ 502,796	$ 11,635,704
Denominator:
Basic and diluted weighted average shares outstanding		2,660,593	20,125,000
Basic and diluted net income per share		$ 0.19	$ 0.58
Class B [Member]
Numerator:
Net income		$ 1,131,071	$ 3,878,568
Denominator:
Basic and diluted weighted average shares outstanding	[1]	5,985,169	6,708,333
Basic and diluted net income per share		$ 0.19	$ 0.58
[1]The period from March 11, 2021 (inception) through November 23, 2021, the date of the Company's initial public offering, excludes up to 875,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). On November 23, 2021, the over-allotment option was exercised in full and the shares are no longer subject to forfeiture.

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share (Parentheticals) - $ / shares	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share (Parentheticals) [Line Items]
Basic and diluted weighted average shares outstanding, diluted	2,660,593	20,125,000
Basic and diluted net income (loss) per share, diluted	$ 0.19	$ 0.58
Class B [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share (Parentheticals) [Line Items]
Basic and diluted weighted average shares outstanding, diluted	5,985,169	6,708,333
Basic and diluted net income (loss) per share, diluted	$ 0.19	$ 0.58

Initial Public Offering (Detail

Initial Public Offering (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share) | $ / shares	$ 1
Sale of stock, description	Each Unit consisted of one share of Class A ordinary shares of the Company, par value $0.0001 per share, and one-half of one redeemable warrant of the Company (“Public Warrant” or together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of shares | shares	20,125,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of shares | shares	2,625,000
Price per share (in Dollars per share) | $ / shares	$ 10
Generating gross proceeds (in Dollars) | $	$ 201,250,000

Private Placement (Details)

Private Placement (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Private Placement [Abstract]
Aggregate purchased | shares	10,150,000
Warrants price per share | $ / shares	$ 1
Aggregate purchase price | $	$ 10,150,000
Warrant exercisable description	Each warrant is exercisable to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			12 Months Ended
	Oct. 31, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Initial investment by sponsor (in Dollars)			$ 25,000
Initial business combination founder shares			1,677,083
Per share (in Dollars per share)			$ 0.1
Founder shares granted			75,000
Founder shares granted value (in Dollars)			$ 342,201
Director compensation expense (in Dollars)			$ 341,921
Founder share percentage			15%
Aggregate portion of expenses of IPO (in Dollars)			$ 250,000
Working capital loan (in Dollars)			$ 2,100,000
Price per warrant (in Dollars per share)			$ 1
Minimum [Member]
Related Party Transactions (Details) [Line Items]
Promissory note (in Dollars)			$ 149,008
Maximum [Member]
Related Party Transactions (Details) [Line Items]
Promissory note (in Dollars)				$ 162,569
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Additional shares issued		5,750,000
Shares outstanding	6,708,333
Founder Share [Member]
Related Party Transactions (Details) [Line Items]
Per share (in Dollars per share)			$ 4.56
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Founder shares			5,031,250
Founder Share [Member]
Related Party Transactions (Details) [Line Items]
Offering costs (in Dollars)		$ 25,000
Additional shares issued	958,333
Shares issued			25,000
Founder shares			6,708,333
Purchase price per share (in Dollars per share)			$ 0.004
Original purchase price (in Dollars)			$ 280
Founder Share [Member] | Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Per share (in Dollars per share)			$ 12.5
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Shares issued			875,000
Sponsor [Member] | Founder Share [Member]
Related Party Transactions (Details) [Line Items]
Shares issued	25,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) shares
Commitments and Contingencies (Details) [Line Items]
Purchase of units | shares	2,625,000
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Deferred underwriting discount percentage	2%
Gross proceeds	$ 4,025,000
Aggregate underwriters	$ 7,043,750
Underwriters [Member]
Commitments and Contingencies (Details) [Line Items]
Deferred underwriting discount percentage	3.50%

Warrants (Details)

Warrants (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Warrants (Details) [Line Items]
Warrants exercise description	The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary shares” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Outstanding shares, percentage	65%
Warrant [Member]
Warrants (Details) [Line Items]
Shares issued	10,062,500
IPO [Member]
Warrants (Details) [Line Items]
Shares issued	20,212,500
Public Warrants [Member]
Warrants (Details) [Line Items]
Shares issued	10,062,500
Private Placement [Member]
Warrants (Details) [Line Items]
Shares issued	10,150,000
Class A Ordinary Shares [Member]
Warrants (Details) [Line Items]
Redemption of warrants price per share | $ / shares	$ 10
Outstanding shares, percentage	50%
Redemption of warrants description	Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:  ●in whole and not in part;  ●at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Warrants” based on the redemption date and the “fair market value” of Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities — Warrants — Public Warrants”;  ●if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and  ●if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
Class A Ordinary Shares [Member] | Warrant [Member]
Warrants (Details) [Line Items]
Redemption of warrants description	Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):  ●in whole and not in part;  ●at a price of $0.01 per warrant;  ●upon a minimum of 30 days’ prior written notice of redemption; and  ●if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.

Shareholders_ (Deficit) (Detail

Shareholders’ (Deficit) (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Shareholders’ (Deficit) (Details) [Line Items]
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued
Preferred shares, shares outstanding
Class A Ordinary Shares [Member]
Shareholders’ (Deficit) (Details) [Line Items]
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Ordinary shares subject to possible redemption	20,125,000	20,125,000
Class B Ordinary Shares [Member]
Shareholders’ (Deficit) (Details) [Line Items]
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	6,708,333	6,708,333
Ordinary shares, shares outstanding	6,708,333	6,708,333

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Dec. 31, 2022 $ / shares
Fair Value Disclosures [Abstract]
Warrants price per shares	$ 0.03

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets
Money Market investments	$ 208,242,878	$ 205,292,557
Liabilities
Warrant liability – Public Warrants	302,881	6,912,937
Warrant liability – Private Placement Warrants	321,469	7,013,650
Level 1 [Member]
Assets
Money Market investments	208,242,878	205,292,557
Liabilities
Warrant liability – Public Warrants	302,881
Warrant liability – Private Placement Warrants
Level 2 [Member]
Assets
Money Market investments
Liabilities
Warrant liability – Public Warrants
Warrant liability – Private Placement Warrants
Level 3 [Member]
Assets
Money Market investments
Liabilities
Warrant liability – Public Warrants		6,912,937
Warrant liability – Private Placement Warrants	$ 321,469	$ 7,013,650

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of model to measure the fair value of the private placement warrants - $ / shares	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule Of Model To Measure The Fair Value Of The Private Placement Warrants Abstract
Exercise Price (in Dollars per share)	$ 11.5	$ 11.5
Underlying share price (in Dollars per share)	$ 10.22	$ 9.69
Volatility	5.30%	12.30%
Weighted Term to Business Combination (years)	1 year 25 days	6 years 3 months
Risk-free rate	4.71%	1.37%
Dividend yield	0%	0%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of financial instruments that are measured at fair value on a recurring basis - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule Of Financial Instruments That Are Measured At Fair Value On ARecurring Basis Abstract
Fair value beginning		$ 13,926,587
Transfer of Public Warrants to Level 1 measurement		(6,912,938)
Issuance of Public and Private Placement Warrants - Level 3 measurements	16,129,750
Change in fair value of derivative warrant liabilities with Level 3 inputs	(2,203,163)	(6,692,181)
Fair value ending	$ 13,926,587	$ 321,469