Zalatoris II Acquisition (ZLSSF) 10-Q 11 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 11, 2023
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
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	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Transition Report	false
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Document Information
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
Common Class A [Member]
Document Information
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
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
Common Class B [Member]
Document Information
Entity Common Stock, Shares Outstanding		5,490,283

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 10,640	$ 44,659
Prepaid expenses	185,927	233,489
Total current assets	196,567	278,148
Investments held in Trust Account	225,085,692	222,726,270
Total assets	225,282,259	223,004,418
Current liabilities
Accounts payable	122,721	295,328
Accrued expenses	5,418,212	4,966,405
Accrued offering costs	92,000	92,000
Due to/from Sponsor	269,958
Total current liabilities	5,902,891	5,353,733
Promissory note payable - related party	300,000	300,000
Deferred underwriter's commission fee	4,996,157	4,996,157
Deferred advisory fee - related party	2,690,239	2,690,239
Warrant liabilities	1,058,083	1,874,437
Total liabilities	14,947,370	15,214,566
Commitments and contingencies (Note 8)
Shareholders' deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(14,751,352)	(14,936,967)
Total shareholders' deficit	(14,750,803)	(14,936,418)
Total liabilities and shareholders' deficit	225,282,259	223,004,418
Class A Common Stock Subject to Redemption [Member]
Current liabilities
Class A ordinary shares subject to possible redemption, 21,961,131 shares at redemption value of $10.25 and $10.100 as of March 31, 2023 and December 31, 2022, respectively	225,085,692	222,726,270
Common Class B [Member]
Shareholders' deficit
Common stock value	$ 549	$ 549

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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
Common Class A [Member]
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Class A Common Stock Subject to Redemption [Member]
Temporary Equity, Shares Outstanding	21,961,131	21,961,131
Temporary equity, redemption per share	$ 10.25	$ 10.14
Class A Common Stock Not Subject to Redemption [Member]
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Common Class B [Member]
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 - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Formation and operating costs	$ 608,385	$ 1,255,542
Loss from operations	(608,385)	(1,255,542)
Other income (expense)
Change in fair value of warrant liabilities	816,354	1,062,617
Gain on securities held in trust	2,359,422	14,424
Interest earned on bank account	12
Foreign exchange loss	(22,366)	(30,003)
Total other income	3,153,422	1,047,038
Net income (loss)	$ 2,545,037	$ (208,504)
Class A Common Stock Subject to Redemption [Member]
Other income (expense)
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	$ 0.09	$ (0.01)
Diluted net income (loss) per share	$ 0.09	$ (0.01)
Common Class B [Member]
Other income (expense)
Weighted-average shares outstanding, basic	5,490,283	5,490,283
Weighted average shares outstanding, diluted	5,490,283	5,629,916
Basic net income (loss) per share	$ 0.09	$ (0.01)
Diluted net income (loss) per share	$ 0.09	$ (0.01)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Common Class A [Member] Common Stock	Common Class B [Member] Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021	$ 0	$ 549	$ 0	$ (13,739,883)	$ (13,739,334)
Balance at the beginning (in shares) at Dec. 31, 2021	0	5,490,283
Increase (Decrease) in Stockholders' Equity
Remeasurement of of Class A shares to redemption amount				(14,424)	(14,424)
Net income				(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, 2022	$ 0	$ 549	$ 0	(14,936,967)	(14,936,418)
Balance at the beginning (in shares) at Dec. 31, 2022	0	5,490,283
Increase (Decrease) in Stockholders' Equity
Remeasurement of of Class A shares to redemption amount				(2,359,422)	(2,359,422)
Net income				2,545,037	2,545,037
Balance at the end at Mar. 31, 2023		$ 549		$ (14,751,352)	$ (14,750,803)
Balance at the end (in shares) at Mar. 31, 2023		5,490,283

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flow from operating activities:
Net income (loss)	$ 2,545,037	$ (208,504)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on securities held in trust	(2,359,422)	(14,424)
Change in fair value of warrant liabilities	(816,354)	(1,062,617)
Changes in operating assets and liabilities:
Prepaid expenses	47,562	(33,373)
Prepaid expenses - non-current		100,062
Accounts payable	(172,607)	(119,338)
Accrued expenses	451,807	1,078,406
Due to Sponsor	269,958
Net cash used in operating activities	(34,019)	(259,788)
Cash flow from financing activities:
Proceeds from affiliate promissory note	0	215,588
Net cash provided by financing activities		215,588
Net change in cash	(34,019)	(44,200)
Cash at beginning of period	44,659	352,190
Cash at end of period	10,640	307,990
Non-cash financing activities:
Remeasurement of ordinary shares subject to possible redemption value	$ 2,359,422	$ 14,423

ORGANIZATION, AND BUSINESS BACK

ORGANIZATION, AND BUSINESS BACKGROUND	3 Months Ended
	Mar. 31, 2023
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 March 31, 2023, the Company had not commenced any operations. All activity for the period from March 11, 2021 (inception) through March 31, 2023 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 (as defined below) at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3. 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 4. 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. On May 3, 2023, the Company’s board of directors determined that it is very unlikely that the Company would able to complete an initial business combination with a target other than SuperBac (as defined below under “-Terminated Business Combination”) (with which the proposed Business Combination has been terminated) before the Original Termination Date (as defined below). 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. 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 (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 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 5), 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. ​ The Company will have until 24 months from the closing of the Initial Public Offering to complete a Business Combination (i.e., August 3, 2023) (the “Original Termination Date”) (subject to any extension in the amount of time that the Company has to consummate a Business Combination beyond 24 months as a result of a shareholder vote to amend the Company’s amended and restated memorandum and articles of association) (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 8) 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. Terminated 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 (the “Nasdaq”), 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). ​ Consummation of the transactions contemplated by the Business Combination Agreement or any of the other Transaction Documents (as defined in the Business Combination Agreement) (the “Transactions”) was 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 were 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 (as defined in the Business Combination Agreement), shall be at least $150,000,000, and (ii) at the Acquisition Closing (as defined in the Business Combination Agreement), 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). On December 2, 2022, the Company, PubCo, Merger Sub 1, Merger Sub 2, Newco BAC Holdings, Inc. (“Newco”) and SuperBac, entered into the First Amendment Agreement to the Business Combination Agreement, pursuant to which the parties thereto amended the Business Combination Agreement to extend the date by which either the Company or SuperBac could terminate the Business Combination Agreement if the transactions contemplated thereby have not been consummated by such date from November 21, 2022 to January 31, 2023 (and if such date is not a business day, then the next following business day). On February 9, 2023, the Company, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac, entered into the Second Amendment Agreement to the Business Combination Agreement, pursuant to which the parties thereto amended the Business Combination Agreement to extend the date by which either the Company or SuperBac could terminate the Business Combination Agreement if the transactions contemplated thereby have not been consummated by such date from January 31, 2023 to February 28, 2023 (and if such date is not a business day, then the next following business day). On May 2, 2023, SuperBac informed the Company that it had decided to terminate the Business Combination Agreement, which SuperBac is entitled to do pursuant to Section 10.1(i) of the Business Combination Agreement. Effective as of May 3, 2023, the Company, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac mutually agreed to terminate the Business Combination Agreement pursuant to a Termination of the Business Combination Agreement dated May 3, 2023 by and between the Parties (the “Termination Agreement”). Upon the termination of the Business Combination Agreement, each of the (i) Sponsor Support Agreement, (ii) Voting and Support Agreement, (iii) Lock-up Agreements, and (iv) Investment Agreement (each as defined in the Business Combination Agreement) were automatically terminated in accordance with their respective terms. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Terminated SuperBac Business Combination.” Proposed Extraordinary General Meeting to Consider the Accelerated Shareholder Termination Matters In connection with the termination of the Business Combination, on May 3, 2023, the Company’s board of directors held a video conference meeting that was also attended by the Company’s management team. In that meeting, the Company’s board of directors: (i) resolved to approve the entry into of the Termination Agreement by the Company; (ii) determined that it is very unlikely that the Company would able to complete an initial business combination with a target other than SuperBac before the Original Termination Date; (iii) determined that it is in the best interests of the Company and its shareholders to accelerate the Original Termination Date to a date to be determined in due course. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Proposed Extraordinary General Meeting to Consider the Accelerated Shareholder Termination Matters.” As described in that section, the Accelerated Termination Shareholder Matters (as defined below) will be submitted to the shareholders of the Company for their consideration. On May 8, 2023, we filed a preliminary Accelerated Liquidation Proxy Statement with the SEC and the Company expects that that a definitive Accelerated Liquidation Proxy Statement would be distributed to the Company’s shareholders in due course in connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection with the Accelerated Termination Shareholder Matters. Going Concern Consideration At March 31, 2023, the Company had $10,640 in cash and working capital deficit of $5,706,324. The Company has incurred significant costs in pursuit of its acquisition plans, and the Company currently expects to incur significant costs in connection with the preparation of the Accelerated Liquidation Proxy Statement in preliminary and definitive form and in connection with the Extraordinary General Meeting. In order to meet the Company’s financial needs after March 31, 2023, the Company’s Sponsor or its affiliates can, but are not obligated to, provide funding through Working Capital Loans (as defined below) (Note 5). 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If the Company is not able to consummate a Business Combination before August 3, 2023 (or by any extension in such time period as a result of a shareholder vote to amend the Company’s amended and restated memorandum and articles of association), the Company will commence an automatic winding up, dissolution and liquidation. Effective as of May 3, 2023, the Company, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac mutually agreed to terminate the Business Combination Agreement pursuant to the Termination Agreement dated May 3, 2023. On May 3, 2023, the Company’s board of directors determined that it is very unlikely that the Company would able to complete an initial business combination with a target other than SuperBac (with which the proposed Business Combination has been terminated) before the Original Termination Date and that it is in the best interests of the Company and its shareholders to accelerate the Original Termination Date to a date to be determined in due course. On May 8, 2023, the Company filed a preliminary proxy statement (the “Accelerated Liquidation Proxy Statement”) with the SEC in connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection with the proposed acceleration of the Original Termination Date to a date to be determined in due course. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Terminated SuperBac Business Combination.” No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 3, 2023 or, any accelerated liquidation date that may be approved by the shareholders of the Company in an extraordinary general meeting. 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — 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 March 31, 2023 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. 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 March 31, 2023. 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. 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 ​ For the three months ended ​ ​ March 31, 2023 ​ March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 income (loss) per share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) ​ $ 2,036,030 ​ $ 509,007 ​ $ (166,803) ​ $ (41,701) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 21,961,131 ​ 5,490,283 ​ 21,961,131 ​ 5,490,283 Basic and diluted net income (loss) per share ​ $ 0.09 ​ $ 0.09 ​ $ (0.01) ​ $ (0.01) ​ Fair Value of Financial Instruments The fair value of the Company’s assets held in the Trust Account 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. 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 $10,640 and $44,659 and no cash equivalents as of March 31, 2023 and December 31, 2022, respectively. Investments Held in Trust Account As of March 31, 2023 and December 31, 2022, $225,085,692 and $222,726,270, 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. As of March 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ March 31, ​ December 31, ​ 2023 2022 Beginning Balance ​ $ 222,726,270 ​ $ 219,617,731 Plus: ​ ​ ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 2,359,422 ​ 3,108,539 Class A ordinary shares subject to possible redemption ​ $ 225,085,692 ​ $ 222,726,270 ​ 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. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows. 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	3 Months Ended
	Mar. 31, 2023
INITIAL PUBLIC OFFERING.
INITIAL PUBLIC OFFERING	NOTE 3 — 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	3 Months Ended
	Mar. 31, 2023
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4 — 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	3 Months Ended
	Mar. 31, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — 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 approximately $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. However, as the assignment agreement underlying the Director Shares contains a performance obligation contingent upon consummation of the Business Combination, the expense will not be recognized until such time as the Business Combination is considered probable. A liquidity event such as a change in control or a 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, 2022 and March 31, 2023, the Company had $300,000 outstanding under the Promissory Note. 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 March 31, 2023 and December 31, 2022, the Company had no outstanding borrowings under the Working Capital Loans. Due to Sponsor The Sponsor has paid certain expenses on the Company’s behalf for which the Company will reimburse them upon consummation of the Business Combination. 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 March 31, 2023, 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 8 below for further discussion of the Underwriting Agreement. Additionally, XP Investimentos is entitled to $2,690,239 if a Business Combination were to be consummated. This amount is included in “Deferred advisory fee – related party” as of March 31, 2023 and December 31, 2022. Capital Contribution – Related Party The Company’s Sponsor engaged a third-party professional services provider on behalf of the Company to conduct business due diligence services in 2021. The $0.5 million 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	3 Months Ended
	Mar. 31, 2023
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 6 Preference shares Class A ordinary shares Class B ordinary shares 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 3 for discussion of the Initial Public Offering that occurred on August 3, 2021.

WARRANT LIABILITIES

WARRANT LIABILITIES	3 Months Ended
	Mar. 31, 2023
WARRANT LIABILITIES
WARRANT LIABILITIES	NOTE 7 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 60 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. 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 March 31, 2023 and December 31, 2022, 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	3 Months Ended
	Mar. 31, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 8 — 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 5). 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	3 Months Ended
	Mar. 31, 2023
RECURRING FAIR VALUE MEASUREMENTS
RECURRING FAIR VALUE MEASUREMENTS	NOTE 9 — RECURRING FAIR VALUE MEASUREMENTS As of March 31, 2023 and December 31, 2022, the Company’s warrant liabilities were valued at $1,058,083 and $1,874,437, 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 March 31, 2023 and December 31, 2022 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 March 31, 2023 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in the Trust Account ​ $ 225,085,692 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ Public Warrants ​ $ 669,083 ​ $ — ​ $ — Private Warrants ​ $ — ​ $ — ​ $ 389,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in the Trust Account ​ $ 222,726,270 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ Public Warrants ​ $ 1,184,437 ​ $ — ​ $ — Private Warrants ​ $ — ​ $ — ​ $ 690,000 ​ 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 March 31, 2023, there were no transfers 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 March 31, 2023, 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. 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 December 31, 2021 ​ $ 2,160,000 ​ $ — Change in fair value of warrant liabilities ​ (1,470,000) ​ — Fair value as of December 31, 2022 ​ $ 690,000 ​ $ — Change in fair value of warrant liabilities ​ ​ (301,000) ​ ​ — Fair value of as of March 31, 2023 ​ $ 389,000 ​ $ — ​ The key inputs into the Monte Carlo formula model were as follows for March 31, 2023 and December 31, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrant Liabilities ​ ​ March 31, 2023 December 31, 2022 ​ Share price ​ $ 10.20 ​ $ 10.00 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate ​ 3.57 % 3.95 % Expected term of warrants ​ 5.08 years 5.08 years Volatility ​ 0.001 % 0.001 % ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 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. Except as described below, the Company identified no subsequent events as of the date that the financial statements were issued. Effective as of May 3, 2023, the Company, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac mutually agreed to terminate the Business Combination Agreement pursuant to the Termination Agreement dated May 3, 2023. On May 3, 2023, the Company’s board of directors determined that it is very unlikely that the Company would able to complete an initial business combination with a target other than SuperBac (with which the proposed Business Combination has been terminated) before the Original Termination Date and that it is in the best interests of the Company and its shareholders to accelerate the Original Termination Date to a date to be determined in due course. On May 8, 2023, the Company filed a preliminary Accelerated Liquidation Proxy Statement with the SEC in connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection with the proposed acceleration of the Original Termination Date to a date to be determined in due course. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 3, 2023 or, any accelerated liquidation date that may be approved by the shareholders of the Company in an extraordinary general meeting.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
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 March 31, 2023 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 March 31, 2023. 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. 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 ​ For the three months ended ​ ​ March 31, 2023 ​ March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 income (loss) per share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) ​ $ 2,036,030 ​ $ 509,007 ​ $ (166,803) ​ $ (41,701) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 21,961,131 ​ 5,490,283 ​ 21,961,131 ​ 5,490,283 Basic and diluted net income (loss) per share ​ $ 0.09 ​ $ 0.09 ​ $ (0.01) ​ $ (0.01) ​
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets held in the Trust Account 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. 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 $10,640 and $44,659 and no cash equivalents as of March 31, 2023 and December 31, 2022, respectively.
Investments Held in Trust Account	Investments Held in Trust Account As of March 31, 2023 and December 31, 2022, $225,085,692 and $222,726,270, 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. As of March 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ March 31, ​ December 31, ​ 2023 2022 Beginning Balance ​ $ 222,726,270 ​ $ 219,617,731 Plus: ​ ​ ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 2,359,422 ​ 3,108,539 Class A ordinary shares subject to possible redemption ​ $ 225,085,692 ​ $ 222,726,270 ​
Recent Accounting Pronouncements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ March 31, ​ December 31, ​ 2023 2022 Beginning Balance ​ $ 222,726,270 ​ $ 219,617,731 Plus: ​ ​ ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 2,359,422 ​ 3,108,539 Class A ordinary shares subject to possible redemption ​ $ 225,085,692 ​ $ 222,726,270 ​

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of net income (loss) per ordinary share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ For the three months ended ​ ​ March 31, 2023 ​ March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 income (loss) per share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income (loss) ​ $ 2,036,030 ​ $ 509,007 ​ $ (166,803) ​ $ (41,701) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding ​ 21,961,131 ​ 5,490,283 ​ 21,961,131 ​ 5,490,283 Basic and diluted net income (loss) per share ​ $ 0.09 ​ $ 0.09 ​ $ (0.01) ​ $ (0.01) ​
Summary of Claas A ordinary shares subject to possible redemption	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ March 31, ​ December 31, ​ 2023 2022 Beginning Balance ​ $ 222,726,270 ​ $ 219,617,731 Plus: ​ ​ ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 2,359,422 ​ 3,108,539 Class A ordinary shares subject to possible redemption ​ $ 225,085,692 ​ $ 222,726,270 ​

RECURRING FAIR VALUE MEASUREM_2

RECURRING FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2023
RECURRING FAIR VALUE MEASUREMENTS
Summary of assets and liabilities that were accounted for at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2023 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in the Trust Account ​ $ 225,085,692 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ Public Warrants ​ $ 669,083 ​ $ — ​ $ — Private Warrants ​ $ — ​ $ — ​ $ 389,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Investments held in the Trust Account ​ $ 222,726,270 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ Public Warrants ​ $ 1,184,437 ​ $ — ​ $ — Private Warrants ​ $ — ​ $ — ​ $ 690,000 ​
Summary of the changes in the fair value of the Warrant liabilities classified as a Level 3, measured on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrant Public Warrant ​ Liabilities Liabilities Fair value as of December 31, 2021 ​ $ 2,160,000 ​ $ — Change in fair value of warrant liabilities ​ (1,470,000) ​ — Fair value as of December 31, 2022 ​ $ 690,000 ​ $ — Change in fair value of warrant liabilities ​ ​ (301,000) ​ ​ — Fair value of as of March 31, 2023 ​ $ 389,000 ​ $ — ​
Summary of key inputs into the Monte Carlo formula model	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrant Liabilities ​ ​ March 31, 2023 December 31, 2022 ​ Share price ​ $ 10.20 ​ $ 10.00 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate ​ 3.57 % 3.95 % Expected term of warrants ​ 5.08 years 5.08 years Volatility ​ 0.001 % 0.001 %

ORGANIZATION, AND BUSINESS BA_2

ORGANIZATION, AND BUSINESS BACKGROUND (Details)				3 Months Ended
	Apr. 25, 2022 USD ($)	Aug. 19, 2021 USD ($) $ / shares shares	Aug. 03, 2021 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) Vote item $ / shares	Dec. 31, 2022 USD ($)
ORGANIZATION AND BUSINESS BACKGROUND
Condition for future business combination number of businesses minimum | item				1
Condition for future business combination use of proceeds percentage				80%
Condition for future business combination threshold Percentage Ownership				50%
Redemption of shares calculated based on business days prior to consummation of business combination (in days)				2 days
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				10,640	$ 44,659
Working capital deficit				$ 5,706,324
Class A Common Stock
ORGANIZATION AND BUSINESS BACKGROUND
Common shares, votes per share | Vote				1
SuperBac | Minimum
ORGANIZATION AND BUSINESS BACKGROUND
Minimum Net Tangible Assets Upon Consummation Of Business Combinations	$ 5,000,001
Acquisition Closing Equity Value	$ 150,000,000
SuperBac
ORGANIZATION AND BUSINESS BACKGROUND
Equity interest percentage	100%
SuperBac
ORGANIZATION AND BUSINESS BACKGROUND
Ownership interest	95%
Initial Public Offering
ORGANIZATION AND BUSINESS BACKGROUND
Number of units issued | shares			20,000,000
Issue price per share | $ / shares			$ 10	$ 10
Gross proceeds from sale of units			$ 200,000,000
Investment of cash into Trust Account				$ 219,611,310
Private Placement
ORGANIZATION AND BUSINESS BACKGROUND
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
ORGANIZATION AND BUSINESS BACKGROUND
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

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			3 Months Ended
	Aug. 19, 2021	Aug. 03, 2021	Mar. 31, 2023	Dec. 31, 2022
Unrecognized tax benefits accrued for interest and penalties			$ 0
Provision for income taxes			0
Cash			10,640	$ 44,659
Investments held in Trust Account			225,085,692	222,726,270
Cash equivalents			$ 0	$ 0
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
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 (loss) per ordinary share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A Common Stock Subject to Redemption
Numerator:
Allocation of net income (loss)	$ 2,036,030	$ (166,803)
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	$ 0.09	$ (0.01)
Diluted net income (loss) per share	$ 0.09	$ (0.01)
Class B Common Stock
Numerator:
Allocation of net income (loss)	$ 509,007	$ (41,701)
Denominator:
Weighted-average shares outstanding, basic	5,490,283	5,490,283
Weighted-average shares outstanding, diluted	5,490,283	5,490,283
Basic net income (loss) per share	$ 0.09	$ (0.01)
Diluted net income (loss) per share	$ 0.09	$ (0.01)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Redemptions (Details) - Class A Common Stock Subject to Redemption - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Statements
Beginning Balance	$ 222,726,270	$ 219,617,731
Remeasurement of carrying value to redemption value	2,359,422	3,108,539
Class A ordinary shares subject to possible redemption	$ 225,085,692	$ 222,726,270

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)			3 Months Ended
	Aug. 19, 2021	Aug. 03, 2021	Mar. 31, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units issued		20,000,000
Purchase price, per unit		$ 10	$ 10
Number of shares in a unit		1
Gross proceeds from sale of units		$ 200,000,000
IPO proceeds held in Trust account, Per unit			$ 10
Maturity term of U.S. government securities			185 days
Initial Public Offering | Public Warrants [Member]
INITIAL PUBLIC OFFERING
Number of warrants in a unit		0.33
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Over-Allotment Option [Member]
INITIAL PUBLIC OFFERING
Number of units issued	1,961,131
Purchase price, per unit	$ 10
Gross proceeds from sale of units	$ 19,611,310
Gross proceeds	$ 19,611,310
Private Placement [Member] | Private Warrants
INITIAL PUBLIC OFFERING
Number of units issued	261,485
Gross proceeds	$ 392,228

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement [Member] - USD ($)	Aug. 19, 2021	Aug. 03, 2021
PRIVATE PLACEMENT
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	3 Months Ended
	May 12, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) shares	Mar. 31, 2023 D $ / shares shares	Dec. 31, 2022 shares
Class B Common Stock
RELATED PARTY TRANSACTIONS
Common shares, shares issued			5,490,283	5,490,283
Common shares, shares outstanding			5,490,283	5,490,283
Founder Shares | Sponsor | Class B Common Stock
RELATED PARTY TRANSACTIONS
Number of shares issued		5,750,000
Aggregate purchase price | $		$ 25,000
Shares subject to forfeiture		750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20%
Number of shares forfeited by company		259,717
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 | Director Shares
RELATED PARTY TRANSACTIONS
Number of shares transferred	90,000
Issue price per share | $ / shares	$ 0.004
Gross proceeds from transferred shares | $	$ 390
Share Price | $ / shares	$ 8.01
Fair value of Director Shares | $	$ 720,459
Purchase price | $	$ 720,068

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Mar. 31, 2021
RELATED PARTY TRANSACTIONS
Proceeds from affiliate promissory note	$ 0	$ 215,588
Deferred advisory fee - related party	2,690,239		$ 2,690,239
Promissory note payable - related party	300,000		300,000
Payment of fee for business conduct and due diligence services	500,000
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note				$ 300,000
Promissory note payable - related party	300,000		300,000
Related Party Loans
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant	1,500,000
Related Party Loans | Working capital loans warrant
RELATED PARTY TRANSACTIONS
Outstanding balance of related party note	$ 0		$ 0
Price of warrant	$ 1.50
Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Expenses per month	$ 10,000
Advisory Services
RELATED PARTY TRANSACTIONS
Cash underwriting paid	1,725,443
XP Investmentos
RELATED PARTY TRANSACTIONS
Deferred advisory fee - related party	2,690,239
XP Investmentos | Deferred Advisory Fee Related Party Noncurrent
RELATED PARTY TRANSACTIONS
Deferred advisory fee - related party	$ 2,690,239

SHAREHOLDERS' DEFICIT - Preferr

SHAREHOLDERS' DEFICIT - Preferred stock shares (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
SHAREHOLDERS' DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (in dollars 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)	3 Months Ended
	Mar. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
SHAREHOLDERS' DEFICIT
Threshold conversion ratio of stock	1
Class A ordinary share
SHAREHOLDERS' DEFICIT
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
Class A ordinary shares subject to possible redemption
SHAREHOLDERS' DEFICIT
Temporary equity, shares issued	21,961,131	21,961,131
Temporary Equity, Shares Outstanding	21,961,131	21,961,131
Class A ordinary shares not subject to possible redemption
SHAREHOLDERS' DEFICIT
Common shares, shares issued (in shares)	0	0
Common shares, shares outstanding (in shares)	0	0
Class B ordinary share
SHAREHOLDERS' DEFICIT
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

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details)	3 Months Ended
	Mar. 31, 2023 D $ / shares shares	Dec. 31, 2022 shares
WARRANT LIABILITIES
Threshold period for filling registration statement after business combination	15 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00
WARRANT LIABILITIES
Adjustment of redemption price of stock based on market value and newly issued price (as a percent)	180%
Public Warrants
WARRANT LIABILITIES
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	7,320,377
Public Warrants | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00
WARRANT LIABILITIES
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
Public Warrants | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00
WARRANT LIABILITIES
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
WARRANT LIABILITIES
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Public Warrants | Class A ordinary share
WARRANT LIABILITIES
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 Warrants
WARRANT LIABILITIES
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	4,261,485

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)			3 Months Ended
	Aug. 19, 2021 USD ($) $ / shares shares	Aug. 03, 2021 shares	Mar. 31, 2023 USD ($) item $ / shares	Dec. 31, 2022 USD ($)
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities | item			3
Underwriting cash discount per unit | $ / shares			$ 0.20
Underwriter cash discount			$ 4,392,226
Deferred fee per unit | $ / shares			$ 0.35
Aggregate deferred underwriting fee payable			$ 7,686,396
Deferred advisory fee - related party			2,690,239	$ 2,690,239
XP Investmentos
COMMITMENTS AND CONTINGENCIES
Deferred advisory fee - related party			$ 2,690,239
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Underwriting option period		45 days
Maximum additional units to be purchased | shares		3,000,000
Number of units issued | shares	1,961,131
Issue price per share | $ / shares	$ 10
Gross proceeds from sale of units	$ 19,611,310

RECURRING FAIR VALUE MEASUREM_3

RECURRING FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
RECURRING FAIR VALUE MEASUREMENTS
Warrant liabilities	$ 1,058,083	$ 1,874,437
Amount of transfers between levels	0
Transfer of assets from level 1 into level 2	0
Transfer of assets from level 2 into level 1	0
Transfer of liabilities from level 2 into level 1	$ 0

RECURRING FAIR VALUE MEASUREM_4

RECURRING FAIR VALUE MEASUREMENTS - Fair value hierarchy the company's assets and liabilities (Details) - Recurring - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Level 1
Assets:
Investments held in the Trust Account	$ 225,085,692	$ 222,726,270
Level 1 | Public Warrants
Liabilities:
Warrants	669,083	1,184,437
Level 3 | Private Warrants
Liabilities:
Warrants	$ 389,000	$ 690,000

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	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair value, liabilities measured on recurring basis, unobservable Input reconciliation
Fair value, liability, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income	Change in fair value of warrant liabilities	Change in fair value of warrant liabilities
Public Warrant Liabilities
Fair value, liabilities measured on recurring basis, unobservable Input reconciliation
Fair value as of beginning	$ 0	$ 0
Change in fair value of warrant liabilities	0	0
Fair value as of ending	0	0
Private Warrant Liabilities
Fair value, liabilities measured on recurring basis, unobservable Input reconciliation
Fair value as of beginning	690,000	2,160,000
Change in fair value of warrant liabilities	(301,000)	(1,470,000)
Fair value as of ending	$ 389,000	$ 690,000

RECURRING FAIR VALUE MEASUREM_6

RECURRING FAIR VALUE MEASUREMENTS - Monte carlo formula model (Details) - Private Warrants	Mar. 31, 2023 $ / shares Y	Dec. 31, 2022 $ / shares Y
Share price
RECURRING FAIR VALUE MEASUREMENTS
Warrants, measurement input	10.20	10
Exercise price
RECURRING FAIR VALUE MEASUREMENTS
Warrants, measurement input	11.50	11.50
Risk-free rate
RECURRING FAIR VALUE MEASUREMENTS
Warrants, measurement input	0.0357	0.0395
Expected term of warrants
RECURRING FAIR VALUE MEASUREMENTS
Warrants, measurement input | Y	5.08	5.08
Volatility
RECURRING FAIR VALUE MEASUREMENTS
Warrants, measurement input	0.00001	0.00001