Zalatoris II Acquisition (ZLSSF) 10-Q 22 Aug 22 2022 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 22, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Entity File Number	001-40686
Entity Registrant Name	XPAC ACQUISITION CORP.
Entity Incorporation, State or Country Code	KY
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	55 West 46th Street, 30th floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	646
Local Phone Number	664-0501
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001853397
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Trading Symbol	XPAXU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	XPAX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		21,961,131
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per whole share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per whole share
Trading Symbol	XPAXW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,490,283

CONDENSED BALANCE SHEETS (UNAUD

CONDENSED BALANCE SHEETS (UNAUDITED, AS RESTATED) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 270,257	$ 352,190
Prepaid expenses	430,000	411,502
Total current assets	700,257	763,692
Investments held in Trust Account	219,919,838	219,617,731
Prepaid expenses - non-current portion	33,354	233,479
Total assets	220,653,449	220,614,902
Current liabilities
Accounts payable	21,938	132,916
Accrued expenses	3,176,781	914,809
Accrued offering costs	92,000	92,000
Total current liabilities	3,290,719	1,139,725
Promissory note payable - related party	300,000	84,412
Deferred underwriter's commission fee	4,996,157	5,380,477
Deferred advisory fee - related party	2,690,239	2,305,919
Warrant liabilities	1,838,259	5,825,972
Total liabilities	13,115,374	14,736,505
Commitments and contingencies (Note 9)
Class A ordinary shares subject to possible redemption, 21,961,131 shares at redemption value of $10.01 and $10.00 as of June 30, 2022 and December 31, 2021, respectively	219,919,838	219,617,731
Shareholders' deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(12,382,312)	(13,739,883)
Total shareholders' deficit	(12,381,763)	(13,739,334)
Total liabilities and shareholders' deficit	220,653,449	220,614,902
Class A Common Stock Subject to Redemption
Current liabilities
Class A ordinary shares subject to possible redemption, 21,961,131 shares at redemption value of $10.01 and $10.00 as of June 30, 2022 and December 31, 2021, respectively	219,919,838	219,617,731
Class B Common Stock
Shareholders' deficit
Common stock value	$ 549	$ 549

CONDENSED BALANCE SHEETS (UNA_2

CONDENSED BALANCE SHEETS (UNAUDITED, AS RESTATED) (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding	21,961,131	21,961,131
Temporary equity, redemption per share	$ 10.01	$ 10
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	5,490,283	5,490,283
Common shares, shares outstanding	5,490,283	5,490,283

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	1 Months Ended	3 Months Ended			4 Months Ended	6 Months Ended	10 Months Ended
	Mar. 31, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Formation and operating costs		$ 1,385,461	$ 1,255,542	$ 183	$ 11,252	$ 2,641,003	$ 2,009,696
Loss from operations		(1,385,461)	(1,255,542)	(183)	(11,252)	(2,641,003)	(2,009,696)
Other income (expense)
Change in fair value of warrant liabilities		(2,925,096)				(3,987,713)
Gain on securities held in trust		287,683				302,107
Foreign exchange gain		40,864	(30,003)			10,861	(47)
Total other income		3,253,643	1,047,038			4,300,681	7,349,291
Net income (loss)	$ (11,069)	$ 1,868,182	$ (208,504)	$ (183)	$ (11,252)	$ 1,659,678	$ 5,339,595
Class B Common Stock Not Subject to Redemption
Other income (expense)
Weighted-average shares outstanding, basic		5,490,283		5,000,000	4,642,857	5,490,283
Diluted weighted average shares outstanding		5,490,283		5,000,000	4,642,857	5,490,283
Basic net income (loss) per share		$ 0.07		$ 0	$ 0	$ 0.06
Diluted net income (loss) per share		$ 0.07		$ 0	0	$ 0.06
Class A Common Stock Subject to Redemption
Other income (expense)
Weighted-average shares outstanding, basic		21,961,131				21,961,131
Diluted weighted average shares outstanding		21,961,131				21,961,131
Basic net income (loss) per share		$ 0.07				$ 0.06
Diluted net income (loss) per share		$ 0.07			$ 0	$ 0.06

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT) (UNAUDITED) - USD ($)	Class A Common Stock Common Stock	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Mar. 10, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Mar. 10, 2021	0	0
Increase (Decrease) in Stockholders' Equity
Issuance of Founder Shares		$ 575	24,425		25,000
Issuance of Founder Shares (in shares)		5,750,000
Net income (loss)				(11,069)	(11,069)
Balance at the end at Mar. 31, 2021		$ 575	24,425	(11,069)	13,931
Balance at the end (in shares) at Mar. 31, 2021		5,750,000
Balance at the beginning at Mar. 10, 2021	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at Mar. 10, 2021	0	0
Increase (Decrease) in Stockholders' Equity
Net income (loss)					(11,252)
Balance at the end at Jun. 30, 2021		$ 575	24,425	(11,252)	13,748
Balance at the end (in shares) at Jun. 30, 2021		5,750,000
Balance at the beginning at Mar. 10, 2021	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at Mar. 10, 2021	0	0
Increase (Decrease) in Stockholders' Equity
Net income (loss)					5,339,595
Balance at the end at Dec. 31, 2021		$ 549		(13,739,883)	(13,739,334)
Balance at the end (in shares) at Dec. 31, 2021		5,490,283
Balance at the beginning at Mar. 31, 2021		$ 575	24,425	(11,069)	13,931
Balance at the beginning (in shares) at Mar. 31, 2021		5,750,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)				(183)	(183)
Balance at the end at Jun. 30, 2021		$ 575	$ 24,425	(11,252)	13,748
Balance at the end (in shares) at Jun. 30, 2021		5,750,000
Balance at the beginning at Dec. 31, 2021		$ 549		(13,739,883)	(13,739,334)
Balance at the beginning (in shares) at Dec. 31, 2021		5,490,283
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A ordinary shares to redemption amount				(14,424)	(14,424)
Net income (loss)				(208,504)	(208,504)
Balance at the end at Mar. 31, 2022		$ 549		(13,962,811)	(13,962,262)
Balance at the end (in shares) at Mar. 31, 2022		5,490,283
Balance at the beginning at Dec. 31, 2021		$ 549		(13,739,883)	(13,739,334)
Balance at the beginning (in shares) at Dec. 31, 2021		5,490,283
Increase (Decrease) in Stockholders' Equity
Net income (loss)					1,659,678
Balance at the end at Jun. 30, 2022		$ 549		(12,382,312)	(12,381,763)
Balance at the end (in shares) at Jun. 30, 2022		5,490,283
Balance at the beginning at Mar. 31, 2022		$ 549		(13,962,811)	(13,962,262)
Balance at the beginning (in shares) at Mar. 31, 2022		5,490,283
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A ordinary shares to redemption amount				(287,683)	(287,683)
Net income (loss)				1,868,182	1,868,182
Balance at the end at Jun. 30, 2022		$ 549		$ (12,382,312)	$ (12,381,763)
Balance at the end (in shares) at Jun. 30, 2022		5,490,283

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended	10 Months Ended	12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
Cash flow from operating activities:
Net income (loss)		$ (208,504)	$ (11,252)	$ 1,659,678	$ 5,339,595
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on securities held in trust	$ (287,683)			(302,107)
Change in fair value of warrant liabilities	(2,925,096)			(3,987,713)
Changes in operating assets and liabilities:
Prepaid expenses				(18,498)
Prepaid expenses - non-current				200,125
Accounts payable			6,522	(110,978)
Accrued offering costs			(20,270)
Accrued expenses		1,078,406		2,261,972	914,809
Net cash used in operating activities			(25,000)	(297,521)
Cash flow from financing activities:
Proceeds from sale of Founder Shares			25,000
Proceeds from affiliate promissory note				215,588		$ 84,412
Net cash provided by financing activities			25,000	215,588
Net change in cash			0	(81,933)
Cash at beginning of period		$ 352,190	0	352,190	0
Cash at end of period	$ 270,257		0	270,257	$ 352,190	$ 352,190
Non-cash financing activities:
Deferred offering costs included in accrued offering costs			384,895
Deferred offering costs included in promissory note - related party			$ 84,412
Accretion of ordinary shares subject to possible redemption value				$ 302,107

ORGANIZATION, AND BUSINESS BACK

ORGANIZATION, AND BUSINESS BACKGROUND	6 Months Ended
	Jun. 30, 2022
ORGANIZATION, AND BUSINESS BACKGROUND
ORGANIZATION, AND BUSINESS BACKGROUND	NOTE 1 — ORGANIZATION, AND BUSINESS BACKGROUND XPAC Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 11, 2021. The Company was formed for the purpose of entering into a merger, amalgamation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from March 11, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), and since the Initial Public Offering, the search for a target for its Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on July 29, 2021 (the “Effective Date”). On August 3, 2021, the Company consummated the Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 Private Warrants (the “Private Warrants”) at a price of $1.50 per Private Warrant in a private placement to XPAC Sponsor, LLC (the “Sponsor”) generating proceeds of $6,000,000 from the sale of the Private Warrants, which is discussed in Note 5. The Company had granted the underwriter in the Initial Public Offering (the “Underwriter”) a 45-day The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Management agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Warrants, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government treasury bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. NOTE 1 — ORGANIZATION, AND BUSINESS BACKGROUND (Cont.) The Company will provide its public shareholders with the opportunity to redeem all or a portion of the Class A ordinary shares included in the Units sold in the Initial Public Offering (the “Public Shares”) upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein. The amount deposited in the Trust Account as a result of the Initial Public Offering and subsequent partial exercise of the over-allotment option was an aggregate of $219,611,310, or $10.00 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of the Business Combination with respect to the warrants. The initial shareholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and Public Shares held by them in connection with the completion of the Business Combination. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, 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 redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. NOTE 1 — ORGANIZATION, AND BUSINESS BACKGROUND (Cont.) The Company will have until 24 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive it right to its deferred underwriting commission (see Note 9) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On April 25, 2022, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement”) with (i) SUPERBAC PubCo Holdings Inc, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“ PubCo”), (ii) BAC1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“ Merger Sub 1”), (iii) BAC2 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“ Merger Sub 2”), and (iv) SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of the Federative Republic of Brazil (“ SuperBac”), pursuant to which the Company agreed to combine with SuperBac in a series of transactions that would result in PubCo becoming a publicly traded company and listed on the Nasdaq Capital Market, with PubCo indirectly owning at least ninety-five percent (95%), but potentially less than one hundred percent (100%) of the equity interests in SuperBac (on a fully-diluted basis). NOTE 1 — ORGANIZATION, AND BUSINESS BACKGROUND (Cont.) As a result of the Business Combination, among other things: (i) each Class A ordinary share of an exempted company incorporated with limited liability in the Cayman Islands to be formed by SuperBac (“Newco”) issued and outstanding will automatically be cancelled and cease to exist in exchange for the right to receive such number or fraction of a newly issued Class A ordinary share of PubCo that is equal to the quotient obtained by dividing the Per Share Merger Equity Consideration Value (as defined in the Business Combination Agreement) by $10.00 (“Share Exchange Ratio”), without interest, subject to rounding, (ii) each Class B ordinary share of Newco issued and outstanding will automatically be cancelled and cease to exist in exchange for the right to receive such number or fraction of a newly issued Class B ordinary share of PubCo that is equal to the Share Exchange Ratio, without interest, subject to rounding, and (iii) each unvested option to purchase shares of SuperBac under the Company ESOPs (as defined in the Business Combination Agreement) shall automatically be vested and, together with each outstanding vested option to purchase shares of SuperBac under the Company ESOPs, all such vested options will be “net exercised” in full and the resultant number of shares of SuperBac will be converted into a number of Class A ordinary shares of PubCo determined in accordance with the quotient obtained by dividing the Per Option Conversion Value (as defined in the Business Combination Agreement) by $10.00. The Per Share Merger Equity Consideration Value is defined in the Business Combination Agreement and is based on an amount in dollars equal to: (a) the Acquisition Closing Equity Value of $316,950,513.46 (minus the Company Reorganization Payments, the Sponsor Final Promote Amount, any Excess of Company Transaction Expenses and any Excess of Permitted Indebtedness, each as defined in the Business Combination Agreement, provided that such resulting dollar amount shall be as adjusted downwards by a factor equal to the proportion of the number of Remaining Minority Company Shares (as defined in the Business Combination Agreement) outstanding to the number of SuperBac shares outstanding); divided by (b) the number of outstanding Newco Shares (as defined in the Business Combination Agreement). Upon closing of the transactions contemplated by the Business Combination Agreement with respect to the Acquisition Merger (“Acquisition Closing”), PubCo is expected to become publicly traded and listed on the Nasdaq Capital Market. The Mergers and each of the other transactions contemplated by the Business Combination Agreement or any of the other Transaction Documents (as defined in the Business Combination Agreement) (the “Transactions”) have been unanimously approved by the Company’s board of directors, which has unanimously determined to recommend that the shareholders of the Company vote to approve the Business Combination Agreement and Transactions. The Mergers and the Transactions have also been approved by SuperBac’s board of directors and SuperBac’s shareholders, and SuperBac will convene and hold a further meeting of its shareholders to obtain shareholder approval of the the exercise of the SuperBac warrants, the conversion of the Class C preferred shares of SuperBac, and an increase in the number the SuperBac’s authorized issuable share capital. Consummation of the Transactions is subject to customary conditions, including (i) approval by the Company’s and SuperBac’s shareholders (certain of which SuperBac shareholder approvals were obtained on May 12, 2022, with other approvals remaining outstanding), (ii) the absence of any law or governmental order which has the effect of making consummation of the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions, (ii) the effectiveness of the registration statement filed in connection with the proposed SuperBac Business Combination, (iii) PubCo’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved and Class A ordinary shares of PubCo to be issued in connection with the Transactions shall have been approved for listing on the Nasdaq Capital Market, subject to official notice of issuance, and (iv) material accuracy of representations and warranties, and material compliance with covenants, in the Business Combination Agreement. In addition, the obligations of SuperBac to consummate the Transactions are subject, among others, to: (i) the condition that the Post-Redemption Trust Account Balance (as defined in the Business Combination Agreement), plus the PIPE Gross Proceeds (as defined in the Business Combination Agreement) (minus any unreimbursed Excess of Company Transaction Expenses (as defined in the Business Combination Agreement)), in each case, to be made available to PubCo at the Acquisition Closing, shall be at least $150,000,000, and (ii) at the Acquisition Closing, the Company having at least $5,000,001 in tangible net assets after giving effect to the XPAC Share Redemptions (as defined in the Business Combination Agreement). NOTE 1 — ORGANIZATION, AND BUSINESS BACKGROUND (Cont.) PubCo Ownership and Management Following the Business Combination Upon completion of the Business Combination, (i) the current shareholders of SuperBac are expected to own approximately 46.6% of the outstanding share capital of PubCo (which includes approximately 20.3% to be held by Temasek (being Sommerville Investments B.V., Orjen Investments Pte. Ltd. and any of their respective affiliates)), (ii) the Company’s existing public shareholders are expected to own approximately 42.7% of the outstanding share capital of PubCo, and (iii) XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) (which is wholly owned by XP Inc.), together with the current independent directors of XPAC, is expected to own approximately 10.7%% of the outstanding share capital of PubCo, assuming no redemptions from the Company’s existing public shareholders, assuming no equity or debt financings being entered in connection with the Business Combination and other assumptions. In connection with the Business Combination, PubCo will adopt a dual-class share structure pursuant to which all shareholders of PubCo other than Luiz Augusto Chacon de Freitas, SuperBac’s founder and CEO (together with his controlled shareholding vehicles and permitted transferees, the “Founder”), will receive Class A ordinary shares entitled to one vote per share, and the Founder will receive Class B ordinary shares entitled to 10 votes per share. Assuming no redemptions from the Company’s existing public shareholders, upon completion of the Business Combination, the Founder is expected to hold at least a majority of the voting rights in PubCo. Upon completion of the Business Combination, PubCo’s board of directors will consist of seven directors. The initial composition of PubCo’s board of directors will be (i) five individuals to be designated by the Founder (one such director being Luiz Augusto Chacon de Freitas Filho, and at least two such directors being independent directors and being appointed as members of PubCo audit committee), and (ii) two individuals to be designated by the Sponsor (one such director being an independent director and being appointed as a member of PubCo audit committee), in each case subject to such individuals not being Excluded Appointees (as defined in PubCo Articles). PubCo’s memorandum and articles of association that will be in effect upon the consumation of the Business Combination (the “PubCo Articles”) will provide that the number of directors on PubCo’s board of directors may be increased from seven to nine, if and as determined by the holders of a majority of the PubCo Class B ordinary shares, voting exclusively and as a separate class. The PubCo Articles also include rights for the Founder and the Sponsor to appoint specified numbers of directors if their ownership of PubCo shares is above certain specified thresholds. For so long as the Founder owns at least 25% of the voting power of PubCo’s outstanding share capital, the Founder will be entitled to nominate a majority of the designees to PubCo’s board of directors, as set out in the PubCo Articles. The directors of PubCo will include Luiz Augusto Chacon de Freitas Filho (as Chairman of the board of directors) and other directors to be appointed in due course by the Founder and the Sponsor pursuant to the Business Combination Agreement. PubCo’s executive team upon Closing is expected to be comprised of Luiz Augusto Chacon de Freitas Filho as President and Chief Executive Officer; Mozart Fogaça Júnior as Vice President; Wilson Ernesto da Silva as Chief Financial Officer; and Giuliano Pauli as Operations Director. Lock-up Joinder Agreement As contemplated by the Business Combination Agreement, certain SuperBac shareholders entered into a lock-up agreement on April 25, 2022 (the “Lock-up Agreement”). On May 26, 2022, one additional SuperBac shareholder holding approximately 0.4% of the outstanding share capital of SuperBac entered into a joinder agreement (the “Lock-up Joinder Agreement”) with the Company, by which such SuperBac shareholder agreed to be bound by the provisions of the Lock-Up Agreement and subject itself to a lock-up period of six months from Acquisition Closing. NOTE 1 — ORGANIZATION, AND BUSINESS BACKGROUND (Cont.) Investment Agreement Joinder As contemplated by the Business Combination Agreement, SuperBac and certain SuperBac shareholders entered into an investment agreement on April 26, 2022 (the “Investment Agreement”), pursuant to which, among other things, (i) all such shareholders of SuperBac other than the Founder have agreed to, directly or indirectly, contribute their SuperBac shares into an Newco in exchange for newly issued Class A ordinary shares of Newco, and (ii) the Founder has agreed to, directly or indirectly, contribute his SuperBac shares into Newco in exchange for newly issued Class B ordinary shares of Newco, in each case, as and to the extent contemplated by the Investment Agreement On May 26, 2022, one additional SuperBac shareholder holding approximately 0.4% of the outstanding share capital of SuperBac entered into a joinder agreement (the “Investment Agreement Joinder”) with SuperBac, and the Company, by which such SuperBac shareholder agreed to become a party, to be bound by, and to comply with the Investment Agreement as an Equity Holder in the same manner as if he was an original signatory to the Investment Agreement. Going Concern Consideration At June 30, 2022, the Company had $270,257 in cash and a working capital deficit of $2,590,462. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In order to meet the Company's financial needs between the current period and the Business Combination, the Company’s Sponsor or its affiliates can, but are not obligated to, provide funding through Working Capital Loans (as defined below) (Note 6).These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plan to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war 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.

RESTATEMENT OF PREVIOUSLY FILED

RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS	6 Months Ended
	Jun. 30, 2022
RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS
RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS	NOTE 2 — RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS As originally disclosed in the Form 12b-25, Notification of Late Filing, filed with the SEC on August 16, 2022, the Company has reviewed the application of ASC 405, “Liabilities,” to certain costs (the “Business Combination Costs”) related to its Business Combination incurred in connection with, and in anticipation of, the execution of the Business Combination Agreement, as well as the Company’s progression of the Business Combination. Pursuant to the Business Combination Agreement, certain of the Business Combination Costs paid or payable in the future by the Company are reimbursable to the Company by SUPERBAC PubCo Holdings Inc., or its affiliates, upon consummation of the Business Combination. However, until such potential reimbursement in the future if, and at such point in time when the Business Combination is consummated, all Business Combination Costs are required to be reflected as liabilities and expensed in the Company’s income statement. The Company determined upon its review that not all of its Business Combination Costs have been properly recognized as liabilities and reflected as expenses for the relevant periods based on when such costs were incurred irrespective of whether such Business Combination Costs may be reimbursable in the future. Approximately $0.6 million in costs were not recognized in addition to a $0.5 million capital contribution from the Sponsor as of December 31, 2021 and an additional approximately $0.9 million in costs were not recognized as of March 31, 2022. The resulting corrections increase accrued liabilities and decreases the net income. The following tables represent the impacts of the adjustments described above: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Reported Adjustment As Restated Balance Sheet as of December 31, 2021 ​ ​ ​ Accrued expenses ​ $ 302,560 ​ $ 612,249 ​ $ 914,809 Total liabilities ​ $ 14,124,256 ​ $ 612,249 ​ $ 14,736,505 Accumulated deficit ​ $ (13,127,634) ​ $ (612,249) ​ $ (13,739,883) Total shareholders’ deficit ​ $ (13,127,085) ​ $ (612,249) ​ $ (13,739,334) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the period from March 11, 2021 (inception) through December 31, 2021 ​ ​ ​ Formation and operating costs ​ $ 877,977 ​ $ 1,131,719 ​ $ 2,009,696 Loss from operations ​ $ (877,977) ​ $ (1,131,719) ​ $ (2,009,696) Foreign exchange loss ​ $ — ​ $ (47) ​ $ (47) Total other income ​ $ 7,349,338 ​ $ (47) ​ $ 7,349,291 Net income ​ $ 6,471,361 ​ $ (1,131,766) ​ $ 5,339,595 Basic and diluted net income per share, Redeemable Class A ordinary shares ​ $ 0.40 ​ $ (0.07) ​ $ 0.33 Basic and diluted net income per share, Non-Redeemable Class A ordinary shares ​ $ 0.40 ​ $ (0.07) ​ $ 0.33 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Changes in Shareholder’s Deficit for the period from March 11, 2021 (inception) through December 31, 2021 ​ ​ ​ Net income ​ $ 6,471,361 ​ $ (1,131,766) ​ $ 5,339,595 Capital contribution – related party ​ $ — ​ $ 477,485 ​ $ 477,485 Accumulated Deficit ​ $ (13,127,634) ​ $ (612,249) ​ $ (13,739,883) Total Shareholders’ Deficit ​ $ (13,127,085) ​ $ (612,249) ​ $ (13,739,334) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the period from March 11, 2021 (inception) through December 31, 2021 ​ ​ ​ Net income ​ $ 6,471,361 ​ $ (1,131,766) ​ $ 5,339,595 Capital contribution – related party ​ $ — ​ $ 477,485 ​ $ 477,485 Accrued expenses ​ $ 302,560 ​ $ 612,249 ​ $ 914,809 ​ NOTE 2 — RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS (Cont.) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Reported Adjustment As Restated Balance Sheet as of March 31, 2022 (1) ​ ​ ​ Accrued expenses ​ $ 505,654 ​ $ 1,487,561 ​ $ 1,993,215 Total liabilities ​ $ 13,360,983 ​ $ 1,487,561 ​ $ 14,848,544 Accumulated deficit ​ $ (12,475,250) ​ $ (1,487,561) ​ $ (13,962,811) Total shareholders’ deficit ​ $ (12,474,701) ​ $ (1,487,561) ​ $ (13,962,262) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Three Months ended March 31, 2022 ​ ​ ​ Formation and operating costs ​ $ 410,233 ​ $ 845,309 ​ $ 1,255,542 Loss from operations ​ $ (410,233) ​ $ (845,309) ​ $ (1,255,542) Foreign exchange loss ​ $ — ​ $ (30,003) ​ $ (30,003) Total other income ​ $ 1,077,041 ​ $ (30,003) ​ $ 1,047,038 Net income (loss) ​ $ 666,808 ​ $ (875,312) ​ $ (208,504) Basic and diluted net income (loss) per share, Redeemable Class A ordinary shares ​ $ 0.02 ​ $ (0.03) ​ $ (0.01) Basic and diluted net income (loss) per share, Non-Redeemable Class A ordinary shares ​ $ 0.02 ​ $ (0.03) ​ $ (0.01) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Changes in Shareholder’s Deficit for the Three Months ended March 31, 2022 ​ ​ ​ Net income (loss) ​ $ 666,808 ​ $ (875,312) ​ $ (208,504) Accumulated Deficit (1) ​ $ (12,475,250) ​ $ (1,487,561) ​ $ (13,962,811) Total Shareholders’ Deficit (1) ​ $ (12,474,701) ​ $ (1,487,561) ​ $ (13,962,262) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Three Months ended March 31, 2022 ​ ​ ​ Net income (loss) ​ $ 666,808 ​ $ (875,312) ​ $ (208,504) Accrued expenses ​ $ 203,094 ​ $ 875,312 ​ $ 1,078,406 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) As described above, the impact of the correction to the balance sheet encompasses both the expenses incurred through December 31, 2021 as well as the incremental change for expenses incurred for the three months ended March 31, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the period ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering and any over-allotment exercised. Accordingly, on August 3, 2021, offering costs totaling $11,761,739 (consisting of $4,000,000 of underwriting fee, $7,000,000 of deferred underwriting fee and $761,739 of other offering costs) were recognized with $477,711 included in accumulated deficit as an allocation for the Public Warrants and the Private Warrants, and $11,284,028 included in additional paid-in capital. On August 16, 2021, the underwriter partially exercised the over-allotment option and, on August 19, 2021, purchased an additional 1,961,131 Units (the “Over-Allotment Units”) from the Company, generating gross proceeds of $19,611,310. As a result of the partial exercise of the over-allotment option, the incremental increase in offering costs was $1,078,624 (consisting of $392,228 of underwriting fee and $686,396 of deferred underwriting fee) with $41,786 included in accumulated deficit as allocation for the Public Warrants and the Private Warrants, and $1,036,838 included in additional paid-in capital. Net Income (Loss) Per Ordinary Share The Company’s statements of operations include a presentation of net income (loss) per share for ordinary shares subject to possible redemption and applies the two-class method in calculating net income (loss) per share. Net income (loss) per ordinary share, basic and diluted, is calculated by dividing the pro-rata allocation of net income (loss) for each class, by the weighted average number of Class A and Class B non-redeemable ordinary shares outstanding for the period. Net income (loss) is allocated pro-rata between Class A redeemable and Class B non-redeemable shares based on their respective weighted average shares outstanding for the period. NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ three months ​ ​ ​ ​ ​ ​ ​ ​ ended June 30, ​ For the three months ended ​ ​ 2022 ​ June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non- ​ ​ Redeemable ​ ​ Redeemable Redeemable ​ ​ Class A ​ Non-Redeemable ​ Class A ​ Class B ​ ​ Ordinary ​ Class B Ordinary ​ Ordinary ​ Ordinary ​ Shares Shares Shares Shares Basic and diluted net loss per share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) ​ $ 1,494,546 ​ $ 373,636 ​ $ — ​ $ (183) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ 21,961,131 ​ 5,490,283 ​ — ​ 5,000,000 Basic and diluted net income (loss) per share ​ $ 0.07 ​ $ 0.07 ​ $ — ​ $ (0.00) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the period from ​ ​ six months ​ March 11, 2021 ​ ​ ended June 30, ​ (inception) through ​ ​ 2022 ​ June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non- ​ ​ Redeemable ​ ​ Redeemable Redeemable ​ ​ Class A ​ Non-Redeemable ​ Class A ​ Class B ​ ​ Ordinary ​ Class B Ordinary ​ Ordinary ​ Ordinary ​ ​ Shares Shares Shares Shares Basic and diluted net loss per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 1,327,742 ​ $ 331,936 ​ $ — ​ $ (11,252) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 21,961,131 ​ 5,490,283 ​ — ​ 4,642,857 Basic and diluted net income (loss) per share ​ $ 0.06 ​ $ 0.06 ​ $ — ​ $ (0.00) ​ Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. 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. NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) 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. Warrant Liabilities The Company accounts for warrants for the Company’s ordinary shares that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liabilities for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liabilities related to the ordinary share warrants will be reclassified to additional paid-in capital. Related Parties Parties, which can be a corporation or individual, are considered related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $270,257 and $352,190 as of June 30, 2022 and December 31, 2021, respectively. Investments Held in Trust Account As of June 30, 2022 and December 31, 2021, $ 219,919,838 and $219,617,731, respectively, held in the Trust Account was held in money market funds, which are invested in U.S. Treasury securities. The investments held in the Trust Account are presented at fair value at the end of each reporting period. Gains or losses resulting from the change in fair value of these securities are included in gains (losses) on investments held in the Trust Account on the accompanying statement of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) As of June 30, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ Gross Proceeds from Initial Public Offering and over-allotment $ 219,611,310 Less: ​ Issuance costs related to redeemable Class A ordinary shares ​ (11,010,457) Fair value of Public Warrants at issuance ​ (8,606,567) Plus: ​ Remeasurement of carrying value to redemption value ​ 19,925,552 Class A ordinary shares ​ $ 219,919,838 ​ As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ ​ Gross Proceeds from Initial Public Offering and over-allotment $ 219,611,310 Less: ​ Issuance costs related to redeemable Class A ordinary shares ​ (11,010,457) Fair value of Public Warrants at issuance ​ (8,606,567) Plus: ​ Remeasurement of carrying value to redemption value ​ 19,623,446 Class A ordinary shares ​ $ 219,617,731 ​ Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective as of January 1, 2024 for smaller reporting companies (early adoption is permitted effective January 1, 2021). The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure. The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on August 3, 2021, the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consisted of one Class A ordinary share and one On August 16, 2021, the underwriter partially exercised the over-allotment option and on August 19, 2021, purchased an additional 1,961,131 Units from the Company (the “Over-Allotment Units”), generating gross proceeds of $19,611,310. In connection with the Underwriter’s partial exercise of their over-allotment option, the Sponsor purchased an additional 261,485 Private Warrants (the “Additional Private Warrants”), generating gross proceeds to the Company of approximately $392,228. An aggregate of $10.00 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,000,000 Private Warrants, at a price of $1.50 per Private Warrant, for an aggregate of $6,000,000, in a private placement. Simultaneously, with the closing of the exercise of the over-allotment option, the Company completed the sale of an additional 261,485 Private Warrants to the Sponsor, at a purchase price of $1.50 per Private Warrant, generating additional gross proceeds of $392,228. A portion of the proceeds from the sale of Private Warrants were added to the proceeds from the Initial Public Offering and partial over-allotment exercise 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 Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 5,750,000 shares of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. This amount was paid on behalf of the Company to cover certain expenses. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s overallotment was not exercised in full or in part, so that the number of Founder Shares collectively represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. Since the underwriter did not exercise the over-allotment option in full, the Sponsor surrendered 259,717 Class B ordinary shares, which were forfeited by the Company. As a result of such forfeiture, there are currently 5,490,283 Class B ordinary shares issued and outstanding The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of Class A ordinary shares for cash, securities or other property. Director Shares On May 12, 2021, the Sponsor transferred 90,000 Founder Shares in the aggregate to independent directors (“Director Shares”) at a price of $0.004 per share for gross proceeds of $390. The fair value of the Director Shares was $8.01 per share or $720,459 in total as of May 12, 2021, which was calculated using a valuation model that takes into account various assumptions such as the probability of successfully completing the Business Combination among other factors. The excess fair value over the purchase price of $720,068 is deemed to be a benefit to the Company under SAB Topic 5A. As the assignment agreement underlying the Director Shares contains a performance obligation contingent upon consummation of the Business Combination, the expense was not recognized until such time as the Business Combination is considered probable. A liquidity event such as a change in control or Business Combination is not considered probable under ASC Topic 718, “Compensation – Stock Compensation,” and as such this will not be recorded until consummation of the Company’s Business Combination. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing. On December 27, 2021, the Promissory Note was amended to be payable upon consummation of the Business Combination. As of December 31, 2021, the Company had $84,412 outstanding under the Promissory Note. On February 7, 2022, the Sponsor funded an additional $215,588 to the Company, resulting in $300,000 outstanding as of June 30, 2022. NOTE 6 — RELATED PARTY TRANSACTIONS (Cont.) Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. At the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Warrants. As of June 30, 2022 and December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Services Agreement Pursuant to an administrative services agreement entered into with the Sponsor on July 29, 2021, the Sponsor may charge the Company a $10,000 per month fee for office space, administrative and support services. As of June 30, 2022, the Sponsor has not charged, and does not intend to charge in the future, any amount in relation to the provision of these services. As a result, the Company has not incurred or accrued for any expense related to this agreement. Advisory Services The Company engaged XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (“XP Investimentos”), an indirect, wholly-owned subsidiary of XP, Inc. and an affiliate of the Sponsor, to provide financial consulting services, consisting of a review of deal structure and terms and related advice in connection with the Initial Public Offering, for which it received a fee of $1,725,443 of the cash underwriting paid to the Underwriter. See Note 9 below for further discussion of the Underwriting Agreement. Additionally, XP Investimentos will be entitled to $2,690,239 upon the consummation of the Business Combination. This amount is included in “Deferred advisory fee – related party” as of June 30, 2022 and December 31, 2021. Capital Contribution — Related Party The Company’s Sponsor engaged a third party consulting company on behalf of the Company. The payment of such fees was deemed to be a benefit to the Company under SAB Topic 5A and was recorded to accumulated deficit and formation and operating expenses.

SHAREHOLDERS DEFICIT

SHAREHOLDERS DEFICIT	6 Months Ended
	Jun. 30, 2022
SHAREHOLDERS DEFICIT
SHAREHOLDERS DEFICIT	NOTE 7 Preference shares Class A ordinary shares Class B ordinary shares ​ NOTE 7 The Class B ordinary shares (Founder Shares) will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Refer to Note 4 and Note 10 for discussion of the Initial Public Offering that occurred on August 3, 2021.

WARRANTS LIABILITIES

WARRANTS LIABILITIES	6 Months Ended
	Jun. 30, 2022
WARRANTS LIABILITIES
WARRANTS LIABILITIES	NOTE 8 Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. ​ NOTE 8 — WARRANT LIABILITIES (Cont.) Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company will send the notice of redemption to the warrant holders (referred to as the “Reference Value”) 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). If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant); and ● if the Reference Value 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), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares 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 a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A ordinary shares equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above. ​ NOTE 8 — WARRANT LIABILITIES (Cont.) The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A ordinary shares as described above under Redemption of warrants for Class A ordinary shares). If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. As of June 30, 2022 and December 31, 2021, there were 7,320,377 Public Warrants and 4,261,485 Private Warrants outstanding. The Company accounts for the Public Warrants and Private Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because an event that is not within the entity’s control could require net cash settlement the warrants do not meet the criteria for equity classification and as a result each warrant must be recorded as a derivative liability.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2022
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 9 — COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares and Private Warrants (and any shares of Class A ordinary shares issuable upon the exercise of the Private Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights and shareholder agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement In connection with the Initial Public Offering, the underwriter was granted a 45-day ​ The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,392,226 in the aggregate upon the closing of the Initial Public Offering and the partial exercise of the over-allotment option. In addition, the underwriter will be entitled to a deferred fee of $0.35 per Unit, or $7,686,396 in the aggregate. Of this amount, $2,690,239 will be paid to XP Investimentos as an advisory fee (see Note 6). Subject to the terms of the underwriting agreement, (i) the deferred fee will be placed in the Trust Account and released to the underwriter only upon the completion of a Business Combination and (ii) the deferred fee will be waived by the underwriter in the event that the Company does not complete a Business Combination.

RECURRING FAIR VALUE MEASUREMEN

RECURRING FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2022
RECURRING FAIR VALUE MEASUREMENTS
RECURRING FAIR VALUE MEASUREMENTS	NOTE 10 — RECURRING FAIR VALUE MEASUREMENTS As of June 30, 2022 and December 31, 2021, the Company’s warrant liabilities were valued at $1,838,259 and $5,825,972, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following tables present fair value information as of June 30, 2022 and December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2022 ​ ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in the Trust Account ​ $ 219,919,838 ​ $ — ​ $ — Liabilities: ​ ​ ​ Public Warrants ​ $ 1,171,260 ​ $ — ​ $ — Private Warrants ​ $ — ​ $ — ​ $ 667,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2021 ​ ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in the Trust Account ​ $ 219,617,731 ​ $ — ​ $ — Liabilities: ​ ​ ​ Public Warrants ​ $ 3,665,972 ​ $ — ​ $ — Private Warrants ​ $ — ​ $ — ​ $ 2,160,000 ​ The Company’s private warrant liabilities are based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Warrant liabilities is classified within Level 3 of the fair value hierarchy at the initial measurement date. On September 20, 2021, the Public Warrants started trading separately from the Public Shares underlying the Units that were sold in the Initial Public Offering and partial exercise of the over-allotment. Accordingly, as of September 30, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification due to use of the observed trading price of the separated Public Warrants. Transfers between Levels are recorded at the end of each reporting period. For the period ended June 30, 2022, there were no transfers between levels. Measurement The Company established the initial fair value for the warrants on August 3, 2021, the date of the consummation of the Company’s Initial Public Offering, using a Black-Scholes-Merton formula model. At the date of the Initial Public Offering, the Company allocated the proceeds received from (i) the sale of Units (which were inclusive of one Class A ordinary share and one-third of one Public Warrant), and (ii) the sale of Private Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity), based on their relative fair values at the initial measurement date. As of June 30, 2022, the Public Warrants were publicly traded and their fair value was based on the market trade price on that date. The fair value for the Private Warrants was estimated using a Monte Carlo simulation model. NOTE 10 — RECURRING FAIR VALUE MEASUREMENTS (Cont.) The following table presents a summary of the changes in the fair value of the Warrants liabilities classified as Level 3, measured on a recurring basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrant Public Warrant ​ ​ Liabilities ​ Liabilities Fair value as of August 3, 2021 and August 19, 2021 (initial measurement) ​ $ 5,081,820 ​ $ 8,606,567 Transfer out of Level 3 ​ — ​ (8,606,567) Change in fair value of warrant liabilities ​ ​ (2,921,820) ​ ​ — Fair value as of December 31, 2021 ​ $ 2,160,000 ​ $ — Change in fair value of warrant liabilities ​ (398,000) ​ — Fair value as of March 31, 2022 ​ $ 1,762,000 ​ $ — Change in fair value of warrant liabilities ​ ​ (1,095,000) ​ ​ — Fair value of as of June 30, 2022 ​ $ 667,000 ​ $ — ​ The key inputs into the Monte Carlo formula model were as follows for June 30, 2022, December 31, 2021 and August 3, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrant Liabilities ​ ​ June 30, 2022 ​ December 31, 2021 ​ August 3, 2021 ​ Share price ​ $ 9.76 ​ $ 9.69 ​ $ 9.61 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate ​ 2.99 % 1.31 % 0.81 % Expected term of warrants ​ 5.32 years 5.60 years 6.0 years Volatility ​ 2.42 % 10.56 % 19.36 % ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11 SUBSEQUENT EVENTS The Company evaluated subsequent events to determine if events or transactions occurred after the balance sheet date up to the date that the financial statements were issued. The Company identified no subsequent events, other than those described below, as of the date that the financial statements were issued. On July 11, 2022, PubCo filed a Registration Statement on Form F-4 (File No. 333-266094) with the SEC in connection with our proposed business combination with SuperBac (the “SuperBac Business Combination”), which includes a preliminary proxy statement with respect to our extraordinary general meeting of shareholders to approve the proposed SuperBac Business Combination, among other matters and a preliminary prospectus of PubCo with respect to the securities to be issued in the proposed SuperBac Business Combination.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the period ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Offering costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering and any over-allotment exercised. Accordingly, on August 3, 2021, offering costs totaling $11,761,739 (consisting of $4,000,000 of underwriting fee, $7,000,000 of deferred underwriting fee and $761,739 of other offering costs) were recognized with $477,711 included in accumulated deficit as an allocation for the Public Warrants and the Private Warrants, and $11,284,028 included in additional paid-in capital. On August 16, 2021, the underwriter partially exercised the over-allotment option and, on August 19, 2021, purchased an additional 1,961,131 Units (the “Over-Allotment Units”) from the Company, generating gross proceeds of $19,611,310. As a result of the partial exercise of the over-allotment option, the incremental increase in offering costs was $1,078,624 (consisting of $392,228 of underwriting fee and $686,396 of deferred underwriting fee) with $41,786 included in accumulated deficit as allocation for the Public Warrants and the Private Warrants, and $1,036,838 included in additional paid-in capital.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company’s statements of operations include a presentation of net income (loss) per share for ordinary shares subject to possible redemption and applies the two-class method in calculating net income (loss) per share. Net income (loss) per ordinary share, basic and diluted, is calculated by dividing the pro-rata allocation of net income (loss) for each class, by the weighted average number of Class A and Class B non-redeemable ordinary shares outstanding for the period. Net income (loss) is allocated pro-rata between Class A redeemable and Class B non-redeemable shares based on their respective weighted average shares outstanding for the period. NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ three months ​ ​ ​ ​ ​ ​ ​ ​ ended June 30, ​ For the three months ended ​ ​ 2022 ​ June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non- ​ ​ Redeemable ​ ​ Redeemable Redeemable ​ ​ Class A ​ Non-Redeemable ​ Class A ​ Class B ​ ​ Ordinary ​ Class B Ordinary ​ Ordinary ​ Ordinary ​ Shares Shares Shares Shares Basic and diluted net loss per share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) ​ $ 1,494,546 ​ $ 373,636 ​ $ — ​ $ (183) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ 21,961,131 ​ 5,490,283 ​ — ​ 5,000,000 Basic and diluted net income (loss) per share ​ $ 0.07 ​ $ 0.07 ​ $ — ​ $ (0.00) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the period from ​ ​ six months ​ March 11, 2021 ​ ​ ended June 30, ​ (inception) through ​ ​ 2022 ​ June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non- ​ ​ Redeemable ​ ​ Redeemable Redeemable ​ ​ Class A ​ Non-Redeemable ​ Class A ​ Class B ​ ​ Ordinary ​ Class B Ordinary ​ Ordinary ​ Ordinary ​ ​ Shares Shares Shares Shares Basic and diluted net loss per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 1,327,742 ​ $ 331,936 ​ $ — ​ $ (11,252) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 21,961,131 ​ 5,490,283 ​ — ​ 4,642,857 Basic and diluted net income (loss) per share ​ $ 0.06 ​ $ 0.06 ​ $ — ​ $ (0.00)
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. 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. NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) 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.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants for the Company’s ordinary shares that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liabilities for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liabilities related to the ordinary share warrants will be reclassified to additional paid-in capital.
Related Parties	Related Parties Parties, which can be a corporation or individual, are considered related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $270,257 and $352,190 as of June 30, 2022 and December 31, 2021, respectively.
Investments Held in Trust Account	Investments Held in Trust Account As of June 30, 2022 and December 31, 2021, $ 219,919,838 and $219,617,731, respectively, held in the Trust Account was held in money market funds, which are invested in U.S. Treasury securities. The investments held in the Trust Account are presented at fair value at the end of each reporting period. Gains or losses resulting from the change in fair value of these securities are included in gains (losses) on investments held in the Trust Account on the accompanying statement of operations. The estimated fair value of investments held in the Trust Account are determined using available market information.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) As of June 30, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ Gross Proceeds from Initial Public Offering and over-allotment $ 219,611,310 Less: ​ Issuance costs related to redeemable Class A ordinary shares ​ (11,010,457) Fair value of Public Warrants at issuance ​ (8,606,567) Plus: ​ Remeasurement of carrying value to redemption value ​ 19,925,552 Class A ordinary shares ​ $ 219,919,838 ​ As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ ​ Gross Proceeds from Initial Public Offering and over-allotment $ 219,611,310 Less: ​ Issuance costs related to redeemable Class A ordinary shares ​ (11,010,457) Fair value of Public Warrants at issuance ​ (8,606,567) Plus: ​ Remeasurement of carrying value to redemption value ​ 19,623,446 Class A ordinary shares ​ $ 219,617,731
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective as of January 1, 2024 for smaller reporting companies (early adoption is permitted effective January 1, 2021). The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure. The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

RESTATEMENT OF PREVIOUSLY FIL_2

RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS (Tables)	6 Months Ended
	Jun. 30, 2022
RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS
Summary of impacts of the adjustments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Reported Adjustment As Restated Balance Sheet as of December 31, 2021 ​ ​ ​ Accrued expenses ​ $ 302,560 ​ $ 612,249 ​ $ 914,809 Total liabilities ​ $ 14,124,256 ​ $ 612,249 ​ $ 14,736,505 Accumulated deficit ​ $ (13,127,634) ​ $ (612,249) ​ $ (13,739,883) Total shareholders’ deficit ​ $ (13,127,085) ​ $ (612,249) ​ $ (13,739,334) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the period from March 11, 2021 (inception) through December 31, 2021 ​ ​ ​ Formation and operating costs ​ $ 877,977 ​ $ 1,131,719 ​ $ 2,009,696 Loss from operations ​ $ (877,977) ​ $ (1,131,719) ​ $ (2,009,696) Foreign exchange loss ​ $ — ​ $ (47) ​ $ (47) Total other income ​ $ 7,349,338 ​ $ (47) ​ $ 7,349,291 Net income ​ $ 6,471,361 ​ $ (1,131,766) ​ $ 5,339,595 Basic and diluted net income per share, Redeemable Class A ordinary shares ​ $ 0.40 ​ $ (0.07) ​ $ 0.33 Basic and diluted net income per share, Non-Redeemable Class A ordinary shares ​ $ 0.40 ​ $ (0.07) ​ $ 0.33 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Changes in Shareholder’s Deficit for the period from March 11, 2021 (inception) through December 31, 2021 ​ ​ ​ Net income ​ $ 6,471,361 ​ $ (1,131,766) ​ $ 5,339,595 Capital contribution – related party ​ $ — ​ $ 477,485 ​ $ 477,485 Accumulated Deficit ​ $ (13,127,634) ​ $ (612,249) ​ $ (13,739,883) Total Shareholders’ Deficit ​ $ (13,127,085) ​ $ (612,249) ​ $ (13,739,334) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the period from March 11, 2021 (inception) through December 31, 2021 ​ ​ ​ Net income ​ $ 6,471,361 ​ $ (1,131,766) ​ $ 5,339,595 Capital contribution – related party ​ $ — ​ $ 477,485 ​ $ 477,485 Accrued expenses ​ $ 302,560 ​ $ 612,249 ​ $ 914,809 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Reported Adjustment As Restated Balance Sheet as of March 31, 2022 (1) ​ ​ ​ Accrued expenses ​ $ 505,654 ​ $ 1,487,561 ​ $ 1,993,215 Total liabilities ​ $ 13,360,983 ​ $ 1,487,561 ​ $ 14,848,544 Accumulated deficit ​ $ (12,475,250) ​ $ (1,487,561) ​ $ (13,962,811) Total shareholders’ deficit ​ $ (12,474,701) ​ $ (1,487,561) ​ $ (13,962,262) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the Three Months ended March 31, 2022 ​ ​ ​ Formation and operating costs ​ $ 410,233 ​ $ 845,309 ​ $ 1,255,542 Loss from operations ​ $ (410,233) ​ $ (845,309) ​ $ (1,255,542) Foreign exchange loss ​ $ — ​ $ (30,003) ​ $ (30,003) Total other income ​ $ 1,077,041 ​ $ (30,003) ​ $ 1,047,038 Net income (loss) ​ $ 666,808 ​ $ (875,312) ​ $ (208,504) Basic and diluted net income (loss) per share, Redeemable Class A ordinary shares ​ $ 0.02 ​ $ (0.03) ​ $ (0.01) Basic and diluted net income (loss) per share, Non-Redeemable Class A ordinary shares ​ $ 0.02 ​ $ (0.03) ​ $ (0.01) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Changes in Shareholder’s Deficit for the Three Months ended March 31, 2022 ​ ​ ​ Net income (loss) ​ $ 666,808 ​ $ (875,312) ​ $ (208,504) Accumulated Deficit (1) ​ $ (12,475,250) ​ $ (1,487,561) ​ $ (13,962,811) Total Shareholders’ Deficit (1) ​ $ (12,474,701) ​ $ (1,487,561) ​ $ (13,962,262) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows for the Three Months ended March 31, 2022 ​ ​ ​ Net income (loss) ​ $ 666,808 ​ $ (875,312) ​ $ (208,504) Accrued expenses ​ $ 203,094 ​ $ 875,312 ​ $ 1,078,406 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) As described above, the impact of the correction to the balance sheet encompasses both the expenses incurred through December 31, 2021 as well as the incremental change for expenses incurred for the three months ended March 31, 2022.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reconciliation of Net income (loss) per ordinary share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ three months ​ ​ ​ ​ ​ ​ ​ ​ ended June 30, ​ For the three months ended ​ ​ 2022 ​ June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non- ​ ​ Redeemable ​ ​ Redeemable Redeemable ​ ​ Class A ​ Non-Redeemable ​ Class A ​ Class B ​ ​ Ordinary ​ Class B Ordinary ​ Ordinary ​ Ordinary ​ Shares Shares Shares Shares Basic and diluted net loss per share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) ​ $ 1,494,546 ​ $ 373,636 ​ $ — ​ $ (183) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ 21,961,131 ​ 5,490,283 ​ — ​ 5,000,000 Basic and diluted net income (loss) per share ​ $ 0.07 ​ $ 0.07 ​ $ — ​ $ (0.00) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the period from ​ ​ six months ​ March 11, 2021 ​ ​ ended June 30, ​ (inception) through ​ ​ 2022 ​ June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non- ​ ​ Redeemable ​ ​ Redeemable Redeemable ​ ​ Class A ​ Non-Redeemable ​ Class A ​ Class B ​ ​ Ordinary ​ Class B Ordinary ​ Ordinary ​ Ordinary ​ ​ Shares Shares Shares Shares Basic and diluted net loss per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 1,327,742 ​ $ 331,936 ​ $ — ​ $ (11,252) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 21,961,131 ​ 5,490,283 ​ — ​ 4,642,857 Basic and diluted net income (loss) per share ​ $ 0.06 ​ $ 0.06 ​ $ — ​ $ (0.00)
Temporary Equity	​ ​ ​ ​ ​ Gross Proceeds from Initial Public Offering and over-allotment $ 219,611,310 Less: ​ Issuance costs related to redeemable Class A ordinary shares ​ (11,010,457) Fair value of Public Warrants at issuance ​ (8,606,567) Plus: ​ Remeasurement of carrying value to redemption value ​ 19,925,552 Class A ordinary shares ​ $ 219,919,838 ​ ​ ​ ​ ​ Gross Proceeds from Initial Public Offering and over-allotment $ 219,611,310 Less: ​ Issuance costs related to redeemable Class A ordinary shares ​ (11,010,457) Fair value of Public Warrants at issuance ​ (8,606,567) Plus: ​ Remeasurement of carrying value to redemption value ​ 19,623,446 Class A ordinary shares ​ $ 219,617,731

RECURRING FAIR VALUE MEASUREM_2

RECURRING FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2022
RECURRING FAIR VALUE MEASUREMENTS
Summary of assets and liabilities that were accounted for at fair value on a recurring basis	The following tables present fair value information as of June 30, 2022 and December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2022 ​ ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in the Trust Account ​ $ 219,919,838 ​ $ — ​ $ — Liabilities: ​ ​ ​ Public Warrants ​ $ 1,171,260 ​ $ — ​ $ — Private Warrants ​ $ — ​ $ — ​ $ 667,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2021 ​ ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in the Trust Account ​ $ 219,617,731 ​ $ — ​ $ — Liabilities: ​ ​ ​ Public Warrants ​ $ 3,665,972 ​ $ — ​ $ — Private Warrants ​ $ — ​ $ — ​ $ 2,160,000
Summary of the changes in the fair value of the Private Warrants and Public Warrants, a Level 3 liability, measured on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrant Public Warrant ​ ​ Liabilities ​ Liabilities Fair value as of August 3, 2021 and August 19, 2021 (initial measurement) ​ $ 5,081,820 ​ $ 8,606,567 Transfer out of Level 3 ​ — ​ (8,606,567) Change in fair value of warrant liabilities ​ ​ (2,921,820) ​ ​ — Fair value as of December 31, 2021 ​ $ 2,160,000 ​ $ — Change in fair value of warrant liabilities ​ (398,000) ​ — Fair value as of March 31, 2022 ​ $ 1,762,000 ​ $ — Change in fair value of warrant liabilities ​ ​ (1,095,000) ​ ​ — Fair value of as of June 30, 2022 ​ $ 667,000 ​ $ —
Schedule of key inputs into the Monte Carlo formula model	The key inputs into the Monte Carlo formula model were as follows for June 30, 2022, December 31, 2021 and August 3, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrant Liabilities ​ ​ June 30, 2022 ​ December 31, 2021 ​ August 3, 2021 ​ Share price ​ $ 9.76 ​ $ 9.69 ​ $ 9.61 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate ​ 2.99 % 1.31 % 0.81 % Expected term of warrants ​ 5.32 years 5.60 years 6.0 years Volatility ​ 2.42 % 10.56 % 19.36 %

ORGANIZATION, AND BUSINESS BA_2

ORGANIZATION, AND BUSINESS BACKGROUND (Details)				6 Months Ended
	Apr. 25, 2022 USD ($) director $ / shares	Aug. 19, 2021 USD ($) $ / shares shares	Aug. 03, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) Vote $ / shares	May 26, 2022	Dec. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum				1
Condition for future business combination use of proceeds percentage				80
Condition for future business combination threshold Percentage Ownership				50
Minimum Net Tangible Assets Upon Consummation Of Business Combinations				$ 5,000,001
Redemption limit percentage without prior consent				15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100%
Threshold period from closing of public offering the company is obligated to complete business combination				24 months
Threshold Business Days For Redemption Of Public Share				10 days
Maximum Allowed Dissolution Expenses				$ 100,000
Cash				270,257		$ 352,190
Working capital deficit				$ 2,590,462
Number of directors in board . | director	7
Number of individuals designated by founder . | director	5
Number of individuals designated by sponsor | director	2
Increased number of directors in board | director	9
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Common shares, votes per share | Vote				1
Founder and Chief Executive Officer
Subsidiary, Sale of Stock [Line Items]
Number of individuals designated by founder . | director	1
Founder and Chief Executive Officer | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Common shares, votes per share	1
Founder and Chief Executive Officer | Class B Common Stock
Subsidiary, Sale of Stock [Line Items]
Common shares, votes per share	10
Independent director
Subsidiary, Sale of Stock [Line Items]
Number of individuals designated by founder . | director	2
Number of individuals designated by sponsor | director	1
SuperBac
Subsidiary, Sale of Stock [Line Items]
Consideration Value (Per share) | $ / shares	$ 10
Acquisition Closing Equity Value	$ 316,950,513.46
SuperBac | Minimum
Subsidiary, Sale of Stock [Line Items]
Minimum Net Tangible Assets Upon Consummation Of Business Combinations	5,000,001
Acquisition Closing Equity Value	$ 150,000,000
SuperBac
Subsidiary, Sale of Stock [Line Items]
Equity interest percentage	100%
SuperBac
Subsidiary, Sale of Stock [Line Items]
Ownership interest	95%
SuperBac | Shareholder | Lock Up Joinder Agreement
Subsidiary, Sale of Stock [Line Items]
Ownership Percentage by Noncontrolling Owners					0.40%
SuperBac | Shareholder | Investment Agreement Joinder
Subsidiary, Sale of Stock [Line Items]
Ownership Percentage by Noncontrolling Owners					0.40%
SuperBac | Temasek
Subsidiary, Sale of Stock [Line Items]
Ownership interest	20.30%
SuperBac | Minimum
Subsidiary, Sale of Stock [Line Items]
Ownership interest	25%
SuperBac | SuperBac
Subsidiary, Sale of Stock [Line Items]
Ownership interest	46.60%
SuperBac | PubCo
Subsidiary, Sale of Stock [Line Items]
Equity interest percentage	42.70%
XPAC Sponsor LLC
Subsidiary, Sale of Stock [Line Items]
Ownership interest	10.70%
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares			20,000,000
Issue price per share | $ / shares			$ 10	$ 10
Gross proceeds from sale of Units			$ 200,000,000	$ 219,611,310
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to be issued | shares		261,485	4,000,000
Warrants issue price | $ / shares		$ 1.50	$ 1.50
Gross proceeds from sale of Warrants		$ 392,228	$ 6,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares		1,961,131
Issue price per share | $ / shares		$ 10
Gross proceeds from sale of Units		$ 19,611,310
Underwriting option period			45 days
Maximum additional Units to be purchased | shares			3,000,000

RESTATEMENT OF PREVIOUSLY FIL_3

RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS (Details) - USD ($)	1 Months Ended	3 Months Ended			4 Months Ended	6 Months Ended	10 Months Ended
	Mar. 31, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Mar. 10, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Costs not recognized			$ 900,000				$ 600,000
Balance sheet
Accrued expenses		$ 3,176,781	1,993,215			$ 3,176,781	914,809
Total liabilities		13,115,374	14,848,544			13,115,374	14,736,505
Accumulated deficit		(12,382,312)	(13,962,811)			(12,382,312)	(13,739,883)
Total shareholders' deficit	$ 13,931	(12,381,763)	(13,962,262)	$ 13,748	$ 13,748	(12,381,763)	(13,739,334)	$ 0
Statement of Operations
Formation and operating costs		1,385,461	1,255,542	183	11,252	2,641,003	2,009,696
Loss from operations		(1,385,461)	(1,255,542)	(183)	(11,252)	(2,641,003)	(2,009,696)
Foreign exchange loss		40,864	(30,003)			10,861	(47)
Total other income		3,253,643	1,047,038			4,300,681	7,349,291
Net income	(11,069)	1,868,182	(208,504)	(183)	(11,252)	1,659,678	5,339,595
Statement of Changes in Shareholder's Deficit
Net income	(11,069)	1,868,182	(208,504)	(183)	(11,252)	1,659,678	5,339,595
Capital contribution - related party							477,485
Accumulated deficit		(12,382,312)	(13,962,811)			(12,382,312)	(13,739,883)
Total shareholders' deficit	$ 13,931	$ (12,381,763)	(13,962,262)	$ 13,748	13,748	(12,381,763)	(13,739,334)	$ 0
Statement of Cash Flows
Net income			(208,504)		$ (11,252)	1,659,678	5,339,595
Capital contribution - related party							477,485
Accrued expenses			$ 1,078,406			$ 2,261,972	$ 914,809
Redeemable Class A ordinary shares
Statement of Operations
Basic net income per share			$ (0.01)				$ 0.33
Earnings Per Share, Diluted			(0.01)				0.33
Non-Redeemable Class A ordinary shares
Statement of Operations
Basic net income per share			(0.01)				0.33
Earnings Per Share, Diluted			$ (0.01)				$ 0.33
Sponsor
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Capital contribution from the Sponsor							$ 500,000
As Reported
Balance sheet
Accrued expenses			$ 505,654				302,560
Total liabilities			13,360,983				14,124,256
Accumulated deficit			(12,475,250)				(13,127,634)
Total shareholders' deficit			(12,474,701)				(13,127,085)
Statement of Operations
Formation and operating costs			410,233				877,977
Loss from operations			(410,233)				(877,977)
Total other income			1,077,041				7,349,338
Net income			666,808				6,471,361
Statement of Changes in Shareholder's Deficit
Net income			666,808				6,471,361
Accumulated deficit			(12,475,250)				(13,127,634)
Total shareholders' deficit			(12,474,701)				(13,127,085)
Statement of Cash Flows
Net income			666,808				6,471,361
Accrued expenses			$ 203,094				$ 302,560
As Reported | Redeemable Class A ordinary shares
Statement of Operations
Basic net income per share			$ 0.02				$ 0.40
Earnings Per Share, Diluted			0.02				0.40
As Reported | Non-Redeemable Class A ordinary shares
Statement of Operations
Basic net income per share			0.02				0.40
Earnings Per Share, Diluted			$ 0.02				$ 0.40
Adjustment
Balance sheet
Accrued expenses			$ 1,487,561				$ 612,249
Total liabilities			1,487,561				612,249
Accumulated deficit			(1,487,561)				(612,249)
Total shareholders' deficit			(1,487,561)				(612,249)
Statement of Operations
Formation and operating costs			845,309				1,131,719
Loss from operations			(845,309)				(1,131,719)
Foreign exchange loss			(30,003)				(47)
Total other income			(30,003)				(47)
Net income			(875,312)				(1,131,766)
Statement of Changes in Shareholder's Deficit
Net income			(875,312)				(1,131,766)
Capital contribution - related party							477,485
Accumulated deficit			(1,487,561)				(612,249)
Total shareholders' deficit			(1,487,561)				(612,249)
Statement of Cash Flows
Net income			(875,312)				(1,131,766)
Capital contribution - related party							477,485
Accrued expenses			$ 875,312				$ 612,249
Adjustment | Redeemable Class A ordinary shares
Statement of Operations
Basic net income per share			$ (0.03)				$ (0.07)
Earnings Per Share, Diluted			(0.03)				(0.07)
Adjustment | Non-Redeemable Class A ordinary shares
Statement of Operations
Basic net income per share			(0.03)				(0.07)
Earnings Per Share, Diluted			$ (0.03)				$ (0.07)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			6 Months Ended
	Aug. 19, 2021	Aug. 03, 2021	Jun. 30, 2022	Dec. 31, 2021
Cash equivalents			$ 270,257	$ 352,190
Unrecognized tax benefits accrued for interest and penalties			0
Investments held in Trust Account			219,919,838	$ 219,617,731
Initial Public Offering
Offering costs		$ 11,761,739
Underwriting fee		4,000,000
Deferred underwriting fee		7,000,000
Other offering costs		761,739
Offering costs included In accumulated deficit		477,711
Offering costs included in additional paid-in capital		$ 11,284,028
Number of units issued		20,000,000
Gross proceeds from sale of Units		$ 200,000,000	$ 219,611,310
Over-allotment option
Offering costs	$ 1,078,624
Underwriting fee	392,228
Deferred underwriting fee	686,396
Offering costs included In accumulated deficit	41,786
Offering costs included in additional paid-in capital	$ 1,036,838
Number of units issued	1,961,131
Gross proceeds from sale of Units	$ 19,611,310

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income Per Ordinary Share (Details) - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Class A Common Stock Subject to Redemption
Numerator:
Allocation of net income (loss)	$ 1,494,546			$ 1,327,742
Denominator:
Weighted-average shares outstanding, basic	21,961,131			21,961,131
Weighted-average shares outstanding, diluted	21,961,131			21,961,131
Basic net income (loss) per share	$ 0.07			$ 0.06
Diluted net income (loss) per share	$ 0.07		$ 0	$ 0.06
Class B Common Stock
Numerator:
Allocation of net income (loss)	$ 373,636	$ (183)	$ (11,252)	$ 331,936
Denominator:
Weighted-average shares outstanding, basic	5,490,283	5,000,000	4,642,857	5,490,283
Weighted-average shares outstanding, diluted	5,490,283	3,095,238	4,642,857	5,490,283
Basic net income (loss) per share	$ 0.07	$ 0	$ 0	$ 0.06
Diluted net income (loss) per share	$ 0.07	$ 0	$ 0	$ 0.11

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - REDEMPTIONS (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Class A ordinary shares subject to possible redemption	$ 219,919,838	$ 219,617,731
Class A Common Stock Subject to Redemption
Temporary Equity [Line Items]
Gross Proceeds from Initial Public Offering and over-allotment	219,611,310	219,611,310
Issuance costs related to redeemable Class A ordinary shares	(11,010,457)	(11,010,457)
Fair Value Of Public Warrants At Issuance	(8,606,567)	(8,606,567)
Remeasurement of carrying value to redemption value	19,925,552	19,623,446
Class A ordinary shares subject to possible redemption	$ 219,919,838	$ 219,617,731

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)			6 Months Ended
	Aug. 19, 2021	Aug. 03, 2021	Jun. 30, 2022
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued		20,000,000
Purchase price, per unit		$ 10	$ 10
Number of shares in a unit		1
IPO proceeds held in Trust account, Per unit			$ 10
Maturity term of U.S. government securities			185 days
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit		0.33
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,961,131
Purchase price, per unit	$ 10
Gross proceeds	$ 19,611,310
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units issued	261,485
Gross proceeds	$ 392,228

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement - USD ($)	Aug. 19, 2021	Aug. 03, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants to be issued	261,485	4,000,000
Warrants issue price	$ 1.50	$ 1.50
Gross proceeds from sale of Warrants	$ 392,228	$ 6,000,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			1 Months Ended		6 Months Ended
	Aug. 19, 2021 shares	May 12, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) shares	Mar. 31, 2021 USD ($) shares	Jun. 30, 2022 USD ($) D $ / shares shares	Dec. 31, 2021 shares
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, shares issued					5,490,283	5,490,283
Common shares, shares outstanding					5,490,283	5,490,283
Sponsor | Initial Public Offering
Related Party Transaction [Line Items]
Number of shares forfeited by sponsor	259,717
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued				5,750,000
Aggregate purchase price | $				$ 25,000
Shares subject to forfeiture			750,000	750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20%
Restrictions on transfer period of time after business combination completion					1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares					$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D					20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D					30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					120 days
Founder Shares | Independent Director
Related Party Transaction [Line Items]
Number of shares transferred		90,000
Share Price | $ / shares		$ 8.01			$ 0.004
Fair value of Director Shares | $		$ 720,459
Purchase price | $		$ 720,068
Gross proceeds from transferred shares | $					$ 390

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Feb. 07, 2022	Mar. 31, 2021
Related Party Transaction [Line Items]
Outstanding balance of related party note			$ 215,588
Deferred advisory fee - related party	$ 2,690,239	$ 2,305,919
Proceeds from Related Party Debt	215,588	84,412
Promissory note payable - related party	300,000	$ 84,412
Working capital loans warrant
Related Party Transaction [Line Items]
Outstanding balance of related party note	0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant	$ 1.50
XP Investimentos
Related Party Transaction [Line Items]
Deferred advisory fee - related party	$ 2,690,239
XP Investimentos | Deferred Advisory Fee Related Party Noncurrent
Related Party Transaction [Line Items]
Deferred advisory fee - related party	2,690,239
Advisory Services
Related Party Transaction [Line Items]
Cash underwriting paid	$ 1,725,443

SHAREHOLDERS DEFICIT - Preferre

SHAREHOLDERS DEFICIT - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
SHAREHOLDERS DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

SHAREHOLDERS DEFICIT - Common S

SHAREHOLDERS DEFICIT - Common Stock Shares (Details)	6 Months Ended
	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Mar. 31, 2021 shares
Class of Stock [Line Items]
Threshold Conversion Ratio of Stock	1
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000	200,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)	21,961,131	21,961,131	21,961,131
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	5,490,283	5,490,283
Common shares, shares outstanding (in shares)	5,490,283	5,490,283
Class of Warrant or Right, Adjustment of Redemption Price of Warrants or Rights, Percent, Based On Market Value And Newly Issued Price 1	20%
Ratio to be applied to the stock in the conversion	20
Common stock subject to redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)	21,961,131	21,961,131

WARRANTS LIABILITIES (Details)

WARRANTS LIABILITIES (Details)	6 Months Ended
	Jun. 30, 2022 D $ / shares shares
Initial Public Offering | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Stock [Line Items]
Adjustment of redemption price of stock based on market value and newly issued price (as a percent)	180%
Public Warrants
Class of Stock [Line Items]
Public Warrants exercisable term from the closing of the initial public offering	12 months
Minimum threshold written notice period for redemption of public warrants	30 days
Number of warrants outstanding | shares	7,320,377
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Stock [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | D	3
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Stock [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Redemption price per public warrant (in dollars per share)	0.10
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share is Less Than $18.00
Class of Stock [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	18
Public Warrants | Class A Common Stock
Class of Stock [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold consecutive trading days for redemption of public warrants | D	20
Share price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Private Placement Warrants
Class of Stock [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Number of warrants outstanding | shares	4,261,485

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)			6 Months Ended
	Aug. 19, 2021	Aug. 03, 2021	Jun. 30, 2022	Dec. 31, 2021
Commitments and Contingencies [Line Items]
Underwriting cash discount per unit			$ 0.20
Underwriter cash discount			$ 4,392,226
Deferred Fee Per Unit			$ 0.35
Deferred advisory fee - related party			$ 2,690,239	$ 2,305,919
Aggregate deferred underwriting fee payable			7,686,396
XP Investimentos
Commitments and Contingencies [Line Items]
Deferred advisory fee - related party			$ 2,690,239
Over-allotment option
Commitments and Contingencies [Line Items]
Number of units issued	1,961,131
Underwriting option period		45 days
Maximum additional Units to be purchased		3,000,000
Issue price per share	$ 10
Gross proceeds from sale of Units	$ 19,611,310

RECURRING FAIR VALUE MEASUREM_3

RECURRING FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
RECURRING FAIR VALUE MEASUREMENTS
Warrant liabilities	$ 1,838,259	$ 5,825,972

RECURRING FAIR VALUE MEASUREM_4

RECURRING FAIR VALUE MEASUREMENTS - Fair value hierarchy the Company's assets and liabilities (Details) - Recurring - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Level 1
Assets.
Investments held in the Trust Account	$ 219,919,838	$ 219,617,731
Level 1 | Public Warrants
Liabilities.
Warrants	1,171,260	3,665,972
Level 3 | Private Placement Warrants
Liabilities.
Warrants	$ 667,000	$ 2,160,000

RECURRING FAIR VALUE MEASUREM_5

RECURRING FAIR VALUE MEASUREMENTS - Changes in the fair value of the Private Warrants and Public Warrants (Details) - USD ($)	3 Months Ended		4 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants		Fair Value Adjustment of Warrants
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value as of beginning	$ 0	$ 0	$ 8,606,567
Transfer out of Level 3			(8,606,567)
Change in fair value of warrant liabilities	0	0	0
Fair Value as of ending	0	0	0
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value as of beginning	1,762,000	2,160,000	5,081,820
Transfer out of Level 3			0
Change in fair value of warrant liabilities	(1,095,000)	(398,000)	(2,921,820)
Fair Value as of ending	$ 667,000	$ 1,762,000	$ 2,160,000

RECURRING FAIR VALUE MEASUREM_6

RECURRING FAIR VALUE MEASUREMENTS - Monte Carlo formula model (Details) - Private Placement Warrants	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Aug. 03, 2021 USD ($)
Share price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	9.76	9.69	9.61
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50	11.50	11.50
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	2.99	1.31	0.81
Expected term of warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5.32	5.60	6
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	2.42	10.56	19.36