Accretion Acquisition (ENER) 10-K 3 Apr 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Apr. 03, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-40940
Entity Registrant Name	ACCRETION ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2332228
Entity Address, Address Line One	240 Saint Paul, Suite 502
Entity Address, City or Town	Denver
Entity Address State Or Province	CO
Entity Address, Postal Zip Code	80206
City Area Code	720
Local Phone Number	328-5070
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float			$ 205.1
Entity Common Stock, Shares Outstanding		25,995,000
Entity Central Index Key	0001855555
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Marcum LLP
Auditor Firm ID	668
Auditor Location	Houston, TX
Units, each consisting of one share of common stock, one right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination, and one-half of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of common stock, one right entitling the holder to receive one-tenth of one share of common stock
Trading Symbol	ENERU
Security Exchange Name	NASDAQ
Common Stock
Document and Entity Information
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ENER
Security Exchange Name	NASDAQ
Rights, each right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination
Document and Entity Information
Title of 12(b) Security	Rights, each right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination
Trading Symbol	ENERR
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Trading Symbol	ENERW
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets
Cash	$ 106,226	$ 661,776
Prepaid expenses - current	241,314	315,012
Total Current Assets	347,540	976,788
Cash held in Trust Account	212,089,872	209,072,882
Prepaid expenses - non current		241,314
Total Assets	212,437,412	210,290,984
Current Liabilities
Accrued expenses	543,025	98,495
Related party payable	142,318	22,258
Income tax payable	584,234
Franchise tax payable	72,412	118,177
Total Current Liabilities	1,341,989	238,930
Deferred underwriting commission	7,245,000	7,245,000
Total Liabilities	8,586,989	7,483,930
Commitments and Contingencies
Common stock subject to possible redemption, $0.001 par value; 20,700,000 shares at $10.25 per share redemption value as of December 31, 2022 and at $10.10 per share redemption value as of December 31, 2021	212,089,872	209,070,000
Stockholders' Deficit
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.001 par value; 50,000,000 shares authorized; 5,295,000 shares issued and outstanding	5,295	5,295
Accumulated deficit	(8,244,744)	(6,268,241)
Total Stockholders' Deficit	(8,239,449)	(6,262,946)
Total Liabilities and Stockholders' Deficit	$ 212,437,412	$ 210,290,984

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	5,295,000	5,295,000
Common stock, shares outstanding	5,295,000	5,295,000
Common stock subject to possible redemption
Common stock Par Value	$ 0.001	$ 0.001
Common stock subject to possible redemption	20,700,000	20,700,000
Common stock redemption value per share (per share)	$ 10.25	$ 10.10
Common stock not subject to possible redemption
Common stock, shares issued	5,295,000	5,295,000
Common stock, shares outstanding	5,295,000	5,295,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Formation and operating costs	$ 277,316	$ 1,269,757
Stock-based compensation	1,700,000
Franchise tax expense	118,177	166,800
Loss on operations	(2,095,493)	(1,436,557)
Other income:
Dividends earned from Trust Account	2,882	3,064,160
Change in fair value of over-allotment liability	81,168
Profit (loss) before provision for income taxes	(2,011,443)	1,627,603
Income tax expense		(584,234)
Net profit (loss)	$ (2,011,443)	$ 1,043,369
Redeemable common stock
Other income:
Basic weighted average shares outstanding	5,154,851	20,700,000
Diluted weighted average shares outstanding	5,154,851	20,700,000
Basic profit (loss) per share of common stock	$ (0.21)	$ 0.04
Diluted profit (loss) per share of common stock	$ (0.21)	$ 0.04
Non-redeemable common stock
Other income:
Basic weighted average shares outstanding	4,633,125	4,633,125
Diluted weighted average shares outstanding	4,633,125	4,633,125
Basic profit (loss) per share of common stock	$ (0.21)	$ 0.04
Diluted profit (loss) per share of common stock	$ (0.21)	$ 0.04

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance - beginning at Feb. 25, 2021	$ 0	$ 0	$ 0	$ 0
Balance - beginning (in shares) at Feb. 25, 2021	0
CHANGES IN STOCKHOLDERS' DEFICIT
Remeasurement of common stock to redemption amount		(28,791,115)	(4,256,798)	(33,047,913)
Issuance of common stock to Sponsor	$ 5,175	19,825		25,000
Issuance of common stock to Sponsor (in shares)	5,175,000
Issuance of EBC Founder Shares	$ 120	460		580
Issuance of EBC Founder Shares (in shares)	120,000
Transfer of Founder Shares to Independent Directors		1,700,000		1,700,000
Proceeds from the sale 8,110,000 Private Warrants, net of offering costs		8,102,922		8,102,922
Proceeds from Initial Public Offering allocated to the Public Warrants, net of offering costs		3,130,253		3,130,253
Proceeds from Initial Public Offering allocated to the Rights, net of offering costs		15,918,841		15,918,841
Change in fair value of over-allotment liability		(81,168)		(81,168)
Net profit (loss)			(2,011,443)	(2,011,443)
Balance - ending at Dec. 31, 2021	$ 5,295	$ 0	(6,268,241)	(6,262,946)
Balance - ending (in shares) at Dec. 31, 2021	5,295,000
CHANGES IN STOCKHOLDERS' DEFICIT
Remeasurement of common stock to redemption amount			(3,019,872)	(3,019,872)
Net profit (loss)			1,043,369	1,043,369
Balance - ending at Dec. 31, 2022	$ 5,295		$ (8,244,744)	$ (8,239,449)
Balance - ending (in shares) at Dec. 31, 2022	5,295,000

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - shares	Dec. 31, 2021	Oct. 27, 2021	Oct. 25, 2021
Private Warrants
Number of warrants sold	8,110,000	810,000	7,300,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (2,011,443)	$ 1,043,369
Adjustments to reconcile net profit/(loss) to net cash used in operating activities:
Dividend earned from Trust Account	(2,882)	(3,064,160)
Change in fair value of over-allotment liability	(81,168)
Stock-based compensation	1,700,000
Changes in operating assets and liabilities:
Prepaid expenses - current	(315,012)	73,699
Prepaid expenses - non-current	(241,314)	241,314
Accrued expenses	98,495	444,530
Related party payable	22,258	120,060
Income tax payable		584,234
Franchise tax payable	118,177	(45,765)
Net cash used in operating activities	(712,889)	(602,719)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(209,070,000)
Transfer from Trust Account		47,169
Net cash provided by (used in) investing activities	(209,070,000)	47,169
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	202,860,000
Proceeds from sale of Private Warrants	8,110,000
Proceeds from issuance of EBC Founder Shares	100
Proceeds from promissory note - related party	150,000
Repayment of promissory note - related party	(150,000)
Payment of offering costs	(550,435)
Net cash provided by financing activities	210,444,665
Net change in cash:	661,776	(555,550)
Cash - Beginning	0	661,776
Cash - Ending	661,776	106,226
Supplemental disclosure of non-cash financing activities:
Deferred offering costs included in accrued expenses	372,824
Deferred offering costs paid through promissory note - related party	91,211
Initial classification of over-allotment liability	597,091
Deferred underwriting commission	7,245,000
Remeasurement of common stock subject to redemption to redemption value	$ 33,047,913	$ 3,019,872

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2022
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS	NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS Accretion Acquisition Corp. (the “Company”) was incorporated in Delaware on February 26, 2021. The Company was formed for the purpose of entering into a merger, 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 geographic region for purposes of consummating a Business Combination, however, the Company intends to concentrate its efforts to focus identifying businesses in the upstream energy industry or in related businesses in the midstream, services, software or commodity risk management sectors. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 26, 2021 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. 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 or dividend income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. On October 25, 2021, the Company closed its Initial Public Offering of 18,000,000 units at $10.00 per unit (the “Units” and, with respect to the shares of common stock included in the Units, the “Public Shares”) which is discussed in Note 3 and the sale of 7,300,000 warrants (each, a “Private Warrant” and collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to its sponsor, Accretion Acquisition Sponsor, LLC (the “Sponsor”) and its underwriters that closed simultaneously with the closing of the Initial Public Offering (as described in Note 4). The Company has listed the Units on the Nasdaq Capital Market (“Nasdaq”). Transaction costs amounted to $11.94 million consisting of $4.14 million in cash of underwriting commissions, $7.25 million of deferred underwriting commissions and $0.55 million of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below, net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) 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 an interest in the target business or assets 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”) Upon the closing of the Initial Public Offering on October 25, 2021, the Company deposited $181.80 million ($10.10 per Unit) from the proceeds of the Initial Public Offering in the trust account (“Trust Account”), located in the United States and invested only 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 any open-ended investment company that holds itself out as a money market fund selected by the Company 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. On October 27, 2021, the underwriters exercised their over-allotment option in full (see Note 6), according to which, on October 28, 2021, the Company consummated the sale of an additional 2,700,000 Units, at $10.00 per Unit, and the sale of an additional 810,000 Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $27.81 million, and incurring additional cash underwriting commissions of approximately $0.54 million and deferred underwriting discount of approximately $0.95 million. The proceeds from the sale of the additional Units were deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $209.07 million. ​ NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued) The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata income earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” 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 stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), 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, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder 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 stockholder 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 stockholder 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 Certificate of Incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% 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 (as defined in Note 5) 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 Certificate of Incorporation (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 stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten ​ NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued) The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares (as defined in Note 5) 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 underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit of $10.10. 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 the lesser of (1) $10.10 per Public Share and (2) the actual 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, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the 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. Liquidity and Going Concern As of December 31, 2022, the Company had $0.11 million in its operating bank account, and $212.09 million of cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and a working capital deficiency of $0.99 million. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments through Charter Termination Date (defined in note 10), from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. ​ NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued) Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these evets, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as amended 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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. ​ NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company had $0.11 million in cash as of December 31, 2022, and $0.66 million at December 31, 2021. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and December 31, 2021, respectively. Cash Held in Trust Account On December 31, 2022, the Company had $212.09 million cash held in the Trust Account, and $209.07 million on December 31, 2021. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs are charged against the carrying value of common stock or stockholders’ deficit based on the relative value of the shares of common stock, the warrants and the rights, to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $11.94 million as a result of the Initial Public Offering consisting of $4.14 million of underwriting commissions paid in cash, $7.25 million of deferred underwriting commissions, and $0.55 million of other offering costs. As such, the Company recorded $10.77 million of offering costs as a reduction of temporary equity and $1.17 million of offering costs as a reduction of permanent equity Common Stock Subject to Possible Redemption All of the 20,700,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit. ​ NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Common Stock Subject to Possible Redemption (Continued) ​ ​ As of December 31, 2022, and December 31, 2021, shares of common stock sold as part of the Units reflected on the balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ 2022 2021 Gross proceeds ​ $ 209,070,000 ​ $ 207,000,000 Less: ​ ​ ​ ​ Proceeds allocated to public warrants ​ ​ — ​ (3,321,653) Proceeds allocated to rights issue ​ ​ — ​ (16,892,298) Issuance cost of redeemable common stock ​ ​ — ​ (10,763,962) Plus: ​ ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 3,019,872 ​ 33,047,913 Contingently redeemable common stock ​ $ 212,089,872 ​ $ 209,070,000 ​ ​ Net Loss Per Share of Common Stock The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per common stock is computed by dividing the pro rata net loss between the redeemable common stock and the non-redeemable common stock by the weighted average number of common stock outstanding for the period. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ ​ ​ ​ February 26, 2021 ​ ​ ​ (Commencement of ​ ​ For the Year Ended ​ Operations) through ​ December 31, 2022 December 31, 2021 Redeemable common stock ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net profit (loss) allocable to common stock subject to possible redemption ​ $ 830,842 ​ $ (1,059,329) Denominator: ​ ​ ​ ​ Weighted average shares outstanding, redeemable common stock ​ ​ 20,700,000 ​ 5,154,851 Basic and diluted net profit (loss) per share, redeemable common stock ​ $ 0.04 ​ $ (0.21) ​ ​ ​ ​ ​ ​ ​ Non-redeemable common stock ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net profit (loss) allocable to non-redeemable common stock ​ $ 212,527 ​ $ (952,114) Denominator: ​ ​ ​ ​ Weighted average shares outstanding, non-redeemable common stock ​ ​ 5,295,000 ​ 4,633,125 Basic and diluted net profit (loss) per share, non-redeemable common stock ​ $ 0.04 ​ $ (0.21) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. ​ NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying Statement of Operations. Warrants ASC 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statements’ classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statements liabilities. The Company concludes that the Public Warrants (defined in Note 3) do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480. In addition to the 16,300,000 warrants (representing 9,000,000 Public Warrants (as defined at Note 3) included in the units and 7,300,000 Private Warrants) issued by the Company at the close of the Initial Public Offering, a further 2,160,000 warrants (representing 1,350,000 Public Warrants (as defined at Note 3) included in the units and 810,000 Private Warrants) were issued as a result of the underwriters’ full exercise of the over-allotment option. All warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Such guidance provides that because the warrants meet the criteria for equity treatment. ​ NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective December 15, 2021 and should be applied on a full or modified retrospective basis. On February 26, 2021, the date of the Company’s inception, the Company adopted the new standard. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 ─ INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 18,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one right (“Right”) and one 1 On October 27, 2021, the underwriters fully exercised their over-allotment option and, on October 28, 2021, purchased an additional 2,700,000 Units, generating additional gross proceeds of approximately $27.00 million, and incurring additional cash underwriting commissions of approximately $0.54 million and deferred underwriting discount of approximately $0.95 million. In connection with the sale of Units pursuant to the over-allotment option, the Company sold an additional 810,000 Private Warrants to the Sponsor and the underwriters generating additional gross proceeds of approximately $0.81 million. A total of approximately $27.27 million of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to approximately $209.07 million. In connection with the Initial Public Offering, the Company granted the underwriters an option to purchase 2,700,000 shares of the Company’s common stock at the Initial Public Offering price, or $10.00 per share, for 45 days commencing on October 25, 2021 (grant date). Since this option extended beyond the closing of the Initial Public Offering, this option feature represented a call option that was accounted for under ASC 480, Distinguishing Liabilities from Equity. Accordingly, the call option has been separately accounted for at a fair value with the change in fair value between the grant date and October 27, 2021 recorded as other income. The Company used the Black-Scholes valuation model to determine the fair value of the call option at the grant date and again at October 27, 2021 (refer to Note 9 for fair value information).

PRIVATE WARRANTS

PRIVATE WARRANTS	12 Months Ended
	Dec. 31, 2022
PRIVATE WARRANTS
PRIVATE WARRANTS	NOTE 4 ─ PRIVATE WARRANTS Concurrently with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 7,300,000 Private Warrants, generating gross proceeds of $7.30 million in aggregate in a private placement. Each Private Warrant is exercisable for one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). As a result of the underwriters’ election to fully exercise their over-allotment option on October 27, 2021, the Sponsor and the underwriters and its designees purchased an additional 810,000 Private Warrants, at a purchase price of $1.00 per Private Warrant. 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	12 Months Ended
	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 ─ RELATED PARTY TRANSACTIONS Founder Shares On April 7, 2021, the Sponsor purchased 4,312,500 shares of the Company’s common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. In September 2021, the Sponsor subsequently transferred an aggregate of 250,000 Founder Shares to the Company’s independent director nominees at the same price originally paid for such shares. The sale of the Founder Shares to the Company’s independent director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company has assessed the fair value associated with the Founder Shares granted. The fair value of the 250,000 Founder Shares granted to the Company’s independent director nominees was $1.70 million or $6.80 per share. The Founder Shares granted to the Company’s independent director nominees will be offered back to the Sponsor at the same purchase price, in the event a person(s) no longer remained in such designated position upon the consummation of a Business Combination. The Sponsor will have 30 days from the offer date to acquire back these Founder Shares at the same purchase price. In October 2021, the Company effected a dividend of 862,500 of the Company’s Founder Shares, which resulted in an aggregate of 5,175,000 Founder Shares outstanding. All share and associated amounts have been retroactively restated to reflect the share dividend. The Founder Shares include an aggregate of up to 675,000 shares of common stock subject to forfeiture by the Sponsors to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On October 27, 2021, the underwriters fully exercised the over-allotment option. Thus, no share of common stock remains subject to forfeiture. Founder Shares are subject to lock-up until the earlier of (A) 180 days after the completion of its initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after its initial Business Combination that results in all of its public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On April 7, 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 $0.15 million. The Promissory Note is non-interest bearing and payable on the earlier of December 31, 2021, or the consummation of the Initial Public Offering. The Promissory Note was repaid in full on October 25, 2021. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. ​ NOTE 5 ─ RELATED PARTY TRANSACTIONS (Continued) Related Party Payable As of December 31, 2022, an amount of $0.14 million was payable to the Sponsor, consisting of filing fee of $60 paid on behalf of the Company and unpaid administrative support fees of $0.14 million. As of December 31, 2021, an amount of $0.02 million was payable to the Sponsor, in connection with unpaid administrative support fees. This amount has been reclassified from accrued expenses to related party payable in order to conform to the presentation of this period. Administrative Support Agreement The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022, no Working Capital Loans were outstanding. Commencing on the effective date of the Initial Public Offering, the Company agreed to pay the Sponsor a total of up to $10,000 per month in the aggregate for up to 18 months for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company has accrued $0.12 million. These amounts are included in the operating costs on accompanying statements of operations

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 6 ─ COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, EBC Founder Shares (as defined in Note 7), and any warrants that may be issued in payment of Working Capital Loans made to Company (and underlying securities) are entitled to registration rights pursuant to an agreement entered into on October 20, 2021. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the EBC Founder Shares (as defined in Note 7) and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the consummation of a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering its securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company had granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 2,700,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3.60 million in the aggregate payable upon the closing of the Initial Public Offering. $0.35 per unit, or $6.30 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On October 27, 2021, the underwriters fully exercised the over-allotment option. As a result, they were entitled to an additional underwriting discount of $0.54 million in cash, and a further deferred underwriting discount of $0.95 million. NOTE 6 ─ COMMITMENTS AND CONTINGENCIES (Continued) Advisory Agreement Through December 31, 2022, the Company entered into an agreement with the M&A advisors (who also served as the Company’s underwriters during the Initial Public Offering) in connection with the evaluation, pursuit and conduct of one or more proposed transactions for a potential Business Combination (the “Advisory Agreement”). At balance sheet date, fees for the services performed were contingent upon the closing of a Business Combination and therefore not included as liabilities on the accompanying balance sheets. Engagement for Legal Services The Company has a contingent fee arrangement with their legal counsel pursuant to which a flat fee of $3.00 million is payable to the Company’s legal counsel in the event that the Company completes a Business Combination. In the event the Company does not complete a Business Combination, the Company’s legal counsel will bill the Company the lesser of the actual time incurred or $0.10 million.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	12 Months Ended
	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7 ─ STOCKHOLDERS’ DEFICIT Common Stock The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share. At June 30, 2021, there were 5,295,000 shares of common stock issued and outstanding Of the 5,295,000 shares of common stock outstanding, an aggregate of up to 675,000 shares were subject to forfeiture, to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming Sponsor does not purchase any Public Shares in the Initial Public Offering). As of October 27, 2021, as a result of the underwriters’ full exercise of the over-allotment option, no share of common stock was available for forfeiture. As of December 31, 2022 and December 31, 2021, there were shares of 5,295,000 common stock issued and outstanding, excluding 20,700,000 shares of common stock that are subject to possible redemption at the option of the holders which accordingly are classified as temporary equity in the accompanying balance sheets. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and December 31, 2021, no share of preferred stock was issued or outstanding. NOTE 7 ─ STOCKHOLDERS’ DEFICIT (Continued) Rights Each holder of a Right will receive one-tenth one-tenth ​ If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants The Public Warrants will become exercisable at any time commencing 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants (excluding the Private Warrants and any warrants underlying units issued upon conversion of the Working Capital Loans): ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 - trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. NOTE 7 ─ STOCKHOLDERS’ DEFICIT (Continued) Warrants (Continued) If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional common stock 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 common stock (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), (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 its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities. The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering. EBC Founder Shares In April 2021, the Company issued to EarlyBirdCapital and its designees 100,000 shares of common stock (the “EBC Founder Shares”) at $0.001 per share. The Company accounted for the EBC Founder Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of EBC Founder Shares to be $580 based upon the price of the Founder Shares issued to the Sponsor. In October 2021, the Company effected a dividend of 20,000 of the Company’s EBC Founder Shares, which resulted in an aggregate of 120,000 EBC Founder Shares outstanding. All share and associated amounts have been retroactively restated to reflect the share dividend. The holders of the EBC Founder Shares have agreed not to transfer, assign, or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The EBC Founder Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the Initial Public Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Initial Public Offering, except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. ​

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2022
INCOME TAX
INCOME TAX	NOTE 8 ─ INCOME TAX Income tax expense included in the statement of operations at December 31, 2022 and December 31, 2021 are detailed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 Current income tax expense ​ ​ ​ Federal ​ $ 584,234 ​ $ — State ​ ​ — ​ — Total current income tax expense ​ ​ 584,234 ​ — ​ ​ ​ ​ ​ ​ ​ Deferred tax expense ​ ​ ​ ​ Federal ​ ​ (242,437) ​ (82,448) State ​ ​ — ​ — Total deferred income tax expense ​ ​ (242,437) ​ (82,448) ​ ​ ​ ​ ​ ​ ​ Change in valuation allowance ​ ​ 242,437 ​ ​ 82,448 ​ ​ ​ ​ ​ ​ ​ Total income tax expense ​ $ 584,234 ​ $ — ​ A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2022 and December 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 Income tax expense at the federal statutory rate $ 341,797 $ (422,403) State income taxes - net of federal income tax benefits ​ ​ — ​ ​ — Non-deductible equity based compensation ​ ​ — ​ ​ 339,995 Change in valuation allowance ​ ​ 242,437 ​ ​ 82,448 Total income tax expense ​ $ 584,234 ​ $ — ​ Below is a summary of the Company’s deferred tax assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax assets: ​ ​ ​ Start-up / organizational costs ​ $ 324,885 ​ $ 58,236 Net operating loss carryforwards ​ ​ — ​ 24,212 Total deferred tax assets ​ ​ 324,885 ​ 82,448 ​ ​ ​ ​ ​ ​ ​ Valuation allowance ​ ​ (324,885) ​ (82,448) ​ ​ ​ ​ ​ ​ ​ Deferred tax assets after valuation allowance ​ $ — ​ $ — ​ In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation, management believes significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $242,437. The Company files income tax returns in the U.S. Federal jurisdiction and State of Colorado, and remains open to examination by the taxing authorities since inception. ​ NOTE 8 ─ INCOME TAX (Continued) The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company has concluded that there were no significant uncertain tax positions relevant to the jurisdictions where it is required to file income tax returns requiring recognition in the financial statements for the year ended December 31, 2022. As of December 31, 2022, the Company had no accrued interest related to uncertain tax positions. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statement of operations. On August 16, 2022, the Inflation Reduction Act (the IRA) was signed into law in the U.S. Among other changes, the IRA introduced a corporate minimum tax on certain corporations with average adjusted financial statement income over a three-tax year period in excess of $1.0 billion, an excise tax on certain stock repurchases by certain covered corporations for taxable years beginning after December 31, 2022, and several tax incentives to promote clean energy. Based on our current analysis and pending future guidance to be issued by Treasury, we do not believe any of these major provisions of the IRA will apply to the Company absent a Business Combination.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9 ─ FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 - Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. ● Level 3 - Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2022 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ Quoted Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ U.S Treasury securities ​ $ 212,089,872 ​ $ — ​ $ — ​ ​ $ 212,089,872 ​ $ — ​ $ — ​ ​ NOTE 9 ─ FAIR VALUE MEASUREMENTS (Continued) The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ Quoted Prices ​ Other Other ​ in Active ​ Observable Unobservable ​ Markets Inputs Inputs Description ​ (Level 1) ​ (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S Treasury securities ​ $ 209,072,882 ​ $ — ​ $ — ​ ​ $ 209,072,882 ​ $ — ​ $ — ​ Over-Allotment Liability The Company used a Black-Scholes option pricing model to estimate the fair value of the overallotment liability of $597,091 as of October 25, 2021. The Company allocated the proceeds received from the sale of Units (which is inclusive of one share of common stock, one-half of one Public Warrant and one Right), first to the Public Warrants, Rights and overallotment liability based on their fair values as determined at initial measurement, with the remaining proceeds allocated to the common stock subject to possible redemption (temporary equity) based on their fair values at the initial measurement date. The overallotment liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimated the volatility of its common stock based on historical volatility that matches the expected remaining life of the overallotment option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the issuance date for a maturity similar to the expected remaining life of the overallotment option. The expected life of the overallotment option is assumed to be equivalent to its remaining contractual term. The change in the fair value of the over-allotment liability for the period from February 26, 2021 (inception) through December 31, 2021 is summarized as follows: ​ ​ ​ ​ Overallotment option at October 25, 2021 $ 597,091 Change in fair value of overallotment option transfer to statement of operations ​ (81,168) Transfer to additional paid-in capital upon exercise of overallotment option ​ (515,923) Overallotment option at December 31, 2021 ​ $ — ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 ─ SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described herein, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. Subsequent to the balance sheet date, the Company issued a promissory note with a principal amount of $73,250 (the “Note”) to the Sponsor. The Note is non-interest bearing. Moreover, the principal balance of the Note is payable on the date on which the Company consummates its initial business combination. This Note will be forgiven, except to the extent that the Company has funds available to it, outside of the Trust Account established in connection with the Initial Public Offering. On March 28, 2023, the Company filed a definitive proxy statement for a stockholder meeting on April 14, 2023 (the “Stockholder Meeting”) to seek approval from its stockholders to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination (as defined below) (the “Charter Extension”) from April 25, 2023 (the “Original Termination Date”) to July 25, 2023 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors (the “Board”), if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until December 25, 2023 (each, an “Additional Charter Extension Date”) or a total of up to eight months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”) and (ii) an adjournment proposal to adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of the Company’s common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal (the “Adjournment Proposal”) (unless the Company determines that it is not necessary to hold the Stockholder Meeting as described in the accompanying proxy statement). Additionally, if the Extension Amendment Proposal is approved and the Charter Extension becomes effective, within five business days of the date of the Stockholder Meeting , the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) shall make a deposit into the Trust Account in an amount equal to the lesser of (a) an aggregate of $240,000 or (b) $0.12 for each share of Public Stock that is not redeemed in connection with the Extension Amendment Proposal, in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. In addition, if the Extension Amendment Proposal is approved and the Charter Extension becomes effective, in the event that the Company has not consummated a Business Combination by July 25, 2023, without approval of the Company’s stockholders, the Company may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to five times, each by one additional month (for a total of up to eight additional months to complete a Business Combination), provided that the Lender will deposit an amount equal to the lesser of (a) an aggregate of $80,000 per month or (b) $0.04 per month for each share of Public Stock that is not redeemed in connection with the Extension Amendment Proposal for each subsequent calendar month (commencing on July 25, 2023 and on the 25th day of each subsequent month), for an aggregate deposit of up to $400,000 (if all five additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will repay the amounts loaned under the promissory note. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as amended 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 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. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company had $0.11 million in cash as of December 31, 2022, and $0.66 million at December 31, 2021. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and December 31, 2021, respectively.
Cash Held in Trust Account	Cash Held in Trust Account On December 31, 2022, the Company had $212.09 million cash held in the Trust Account, and $209.07 million on December 31, 2021.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs are charged against the carrying value of common stock or stockholders’ deficit based on the relative value of the shares of common stock, the warrants and the rights, to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $11.94 million as a result of the Initial Public Offering consisting of $4.14 million of underwriting commissions paid in cash, $7.25 million of deferred underwriting commissions, and $0.55 million of other offering costs. As such, the Company recorded $10.77 million of offering costs as a reduction of temporary equity and $1.17 million of offering costs as a reduction of permanent equity
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 20,700,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital and accumulated deficit. ​ As of December 31, 2022, and December 31, 2021, shares of common stock sold as part of the Units reflected on the balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ 2022 2021 Gross proceeds ​ $ 209,070,000 ​ $ 207,000,000 Less: ​ ​ ​ ​ Proceeds allocated to public warrants ​ ​ — ​ (3,321,653) Proceeds allocated to rights issue ​ ​ — ​ (16,892,298) Issuance cost of redeemable common stock ​ ​ — ​ (10,763,962) Plus: ​ ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 3,019,872 ​ 33,047,913 Contingently redeemable common stock ​ $ 212,089,872 ​ $ 209,070,000 ​ ​
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per common stock is computed by dividing the pro rata net loss between the redeemable common stock and the non-redeemable common stock by the weighted average number of common stock outstanding for the period. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ ​ ​ ​ February 26, 2021 ​ ​ ​ (Commencement of ​ ​ For the Year Ended ​ Operations) through ​ December 31, 2022 December 31, 2021 Redeemable common stock ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net profit (loss) allocable to common stock subject to possible redemption ​ $ 830,842 ​ $ (1,059,329) Denominator: ​ ​ ​ ​ Weighted average shares outstanding, redeemable common stock ​ ​ 20,700,000 ​ 5,154,851 Basic and diluted net profit (loss) per share, redeemable common stock ​ $ 0.04 ​ $ (0.21) ​ ​ ​ ​ ​ ​ ​ Non-redeemable common stock ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net profit (loss) allocable to non-redeemable common stock ​ $ 212,527 ​ $ (952,114) Denominator: ​ ​ ​ ​ Weighted average shares outstanding, non-redeemable common stock ​ ​ 5,295,000 ​ 4,633,125 Basic and diluted net profit (loss) per share, non-redeemable common stock ​ $ 0.04 ​ $ (0.21) ​
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying Statement of Operations.
Warrants	Warrants ASC 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statements’ classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statements liabilities. The Company concludes that the Public Warrants (defined in Note 3) do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480. In addition to the 16,300,000 warrants (representing 9,000,000 Public Warrants (as defined at Note 3) included in the units and 7,300,000 Private Warrants) issued by the Company at the close of the Initial Public Offering, a further 2,160,000 warrants (representing 1,350,000 Public Warrants (as defined at Note 3) included in the units and 810,000 Private Warrants) were issued as a result of the underwriters’ full exercise of the over-allotment option. All warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Such guidance provides that because the warrants meet the criteria for equity treatment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective December 15, 2021 and should be applied on a full or modified retrospective basis. On February 26, 2021, the date of the Company’s inception, the Company adopted the new standard. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of common stock subject to possible redemption	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ 2022 2021 Gross proceeds ​ $ 209,070,000 ​ $ 207,000,000 Less: ​ ​ ​ ​ Proceeds allocated to public warrants ​ ​ — ​ (3,321,653) Proceeds allocated to rights issue ​ ​ — ​ (16,892,298) Issuance cost of redeemable common stock ​ ​ — ​ (10,763,962) Plus: ​ ​ ​ ​ Remeasurement of carrying value to redemption value ​ ​ 3,019,872 ​ 33,047,913 Contingently redeemable common stock ​ $ 212,089,872 ​ $ 209,070,000 ​
Schedule of net loss per share of common stock	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ ​ ​ ​ February 26, 2021 ​ ​ ​ (Commencement of ​ ​ For the Year Ended ​ Operations) through ​ December 31, 2022 December 31, 2021 Redeemable common stock ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net profit (loss) allocable to common stock subject to possible redemption ​ $ 830,842 ​ $ (1,059,329) Denominator: ​ ​ ​ ​ Weighted average shares outstanding, redeemable common stock ​ ​ 20,700,000 ​ 5,154,851 Basic and diluted net profit (loss) per share, redeemable common stock ​ $ 0.04 ​ $ (0.21) ​ ​ ​ ​ ​ ​ ​ Non-redeemable common stock ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net profit (loss) allocable to non-redeemable common stock ​ $ 212,527 ​ $ (952,114) Denominator: ​ ​ ​ ​ Weighted average shares outstanding, non-redeemable common stock ​ ​ 5,295,000 ​ 4,633,125 Basic and diluted net profit (loss) per share, non-redeemable common stock ​ $ 0.04 ​ $ (0.21) ​

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2022
INCOME TAX
Schedule of Income tax expense	Income tax expense included in the statement of operations at December 31, 2022 and December 31, 2021 are detailed below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 Current income tax expense ​ ​ ​ Federal ​ $ 584,234 ​ $ — State ​ ​ — ​ — Total current income tax expense ​ ​ 584,234 ​ — ​ ​ ​ ​ ​ ​ ​ Deferred tax expense ​ ​ ​ ​ Federal ​ ​ (242,437) ​ (82,448) State ​ ​ — ​ — Total deferred income tax expense ​ ​ (242,437) ​ (82,448) ​ ​ ​ ​ ​ ​ ​ Change in valuation allowance ​ ​ 242,437 ​ ​ 82,448 ​ ​ ​ ​ ​ ​ ​ Total income tax expense ​ $ 584,234 ​ $ — ​
Schedule of reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations	A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2022 and December 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 Income tax expense at the federal statutory rate $ 341,797 $ (422,403) State income taxes - net of federal income tax benefits ​ ​ — ​ ​ — Non-deductible equity based compensation ​ ​ — ​ ​ 339,995 Change in valuation allowance ​ ​ 242,437 ​ ​ 82,448 Total income tax expense ​ $ 584,234 ​ $ — ​
Summary of deferred tax assets and liabilities	Below is a summary of the Company’s deferred tax assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax assets: ​ ​ ​ Start-up / organizational costs ​ $ 324,885 ​ $ 58,236 Net operating loss carryforwards ​ ​ — ​ 24,212 Total deferred tax assets ​ ​ 324,885 ​ 82,448 ​ ​ ​ ​ ​ ​ ​ Valuation allowance ​ ​ (324,885) ​ (82,448) ​ ​ ​ ​ ​ ​ ​ Deferred tax assets after valuation allowance ​ $ — ​ $ — ​

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Schedule of company's financial assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2022 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ Quoted Prices ​ Other ​ Other ​ ​ in Active ​ Observable ​ Unobservable ​ ​ Markets ​ Inputs ​ Inputs Description (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ U.S Treasury securities ​ $ 212,089,872 ​ $ — ​ $ — ​ ​ $ 212,089,872 ​ $ — ​ $ — ​ The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Significant ​ Quoted Prices ​ Other Other ​ in Active ​ Observable Unobservable ​ Markets Inputs Inputs Description ​ (Level 1) ​ (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S Treasury securities ​ $ 209,072,882 ​ $ — ​ $ — ​ ​ $ 209,072,882 ​ $ — ​ $ — ​
Summary of change in the fair value of the over-allotment liability	The change in the fair value of the over-allotment liability for the period from February 26, 2021 (inception) through December 31, 2021 is summarized as follows: ​ ​ ​ ​ Overallotment option at October 25, 2021 $ 597,091 Change in fair value of overallotment option transfer to statement of operations ​ (81,168) Transfer to additional paid-in capital upon exercise of overallotment option ​ (515,923) Overallotment option at December 31, 2021 ​ $ —

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Details) - USD ($)			10 Months Ended	12 Months Ended
	Oct. 28, 2021	Oct. 25, 2021	Dec. 31, 2021	Dec. 31, 2022	Oct. 27, 2021
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
Price per Unit				$ 10.10
Transaction costs				$ 11,940,000
Underwriting commissions				4,140,000
Deferred underwriting commissions				7,250,000
Other offering costs				550,000
Cash held outside of the Trust Account			$ 660,000	110,000
Deferred underwriting commission			7,245,000	$ 7,245,000
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account				80%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination				50%
Deposit of cash in the trust account		$ 181,800,000
Gross proceeds from issuance of warrants			8,110,000
Cash held in the Trust Account	$ 209,070,000		$ 209,070,000	$ 212,090,000
Condition For Future Business Combination Threshold Net Tangible Assets				$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100%
Months to complete acquisition				18 months
Redemption period upon closure				10 days
Maximum allowed dissolution expenses				$ 100,000
Operating bank account				110,000
Working capital deficiency				$ (990,000)
Private Warrants
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
Number of warrants sold		7,300,000	8,110,000		810,000
Price of warrant		$ 1
Exercise price of warrants					$ 1
Gross proceeds from issuance of warrants		$ 7,300,000
Initial Public Offering
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
Number of units sold		18,000,000
Price per Unit		$ 10		$ 10.10
Other offering costs				$ 550,000
Cash underwriting commissions				4,140,000
Deferred underwriting commission				$ 7,250,000
Share price		10.10
Private Placement
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
Price of warrant		$ 11.50
Private Placement | Private Warrants
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
Number of warrants sold		7,300,000
Over-allotment option
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
Number of units sold	2,700,000			2,700,000
Price per Unit	$ 10
Number of warrants sold	810,000
Cash underwriting commissions	$ 540,000
Deferred underwriting commission	$ 950,000
Exercise price of warrants	$ 1	$ 10
Gross proceeds from issuance of warrants	$ 27,810,000
Cash held in the Trust Account	$ 27,270,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		10 Months Ended	12 Months Ended
	Oct. 28, 2021	Dec. 31, 2021	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents		$ 660,000	$ 110,000
Cash held in the Trust Account	$ 209,070,000	209,070,000	212,090,000
Federal depository insurance coverage corporation limit			250,000
Deferred underwriting commission		$ 7,245,000	7,245,000
Other offering costs			$ 550,000
Common shares, shares issued (in shares)		5,295,000	5,295,000
Income tax expense			$ 584,234
Initial Public Offering
SIGNIFICANT ACCOUNTING POLICIES
Offering costs			11,940,000
Cash underwriting commissions			4,140,000
Deferred underwriting commission			7,250,000
Other offering costs			550,000
Reduction in offering due to permanent equity			1,170,000
Reduction in offering due to temporary equity			$ 10,770,000
Common shares, shares issued (in shares)			20,700,000
Warrants issued			16,300,000
Over-allotment option
SIGNIFICANT ACCOUNTING POLICIES
Cash held in the Trust Account	27,270,000
Cash underwriting commissions	540,000
Deferred underwriting commission	$ 950,000
Warrants issued			2,160,000
Private Warrants | Initial Public Offering
SIGNIFICANT ACCOUNTING POLICIES
Warrants issued			7,300,000
Private Warrants | Over-allotment option
SIGNIFICANT ACCOUNTING POLICIES
Warrants issued			810,000
Public warrants | Initial Public Offering
SIGNIFICANT ACCOUNTING POLICIES
Warrants issued			9,000,000
Public warrants | Over-allotment option
SIGNIFICANT ACCOUNTING POLICIES
Warrants issued			1,350,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common Stock Subject to Possible Redemption (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds	$ 209,070,000	$ 207,000,000
Proceeds allocated to public warrants		(3,321,653)
Proceeds allocated to rights issue		(16,892,298)
Issuance cost of redeemable common stock		(10,763,962)
Remeasurement of carrying value to redemption value	3,019,872	33,047,913
Contingently redeemable common stock	$ 212,089,872	$ 209,070,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share of Common Stock (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Redeemable common stock
Numerator:
Net profit (loss) allocable to common stock subject to possible redemption	$ (1,059,329)	$ 830,842
Denominator:
Basic weighted average shares outstanding	5,154,851	20,700,000
Diluted weighted average shares outstanding	5,154,851	20,700,000
Basic net profit (loss) per share	$ (0.21)	$ 0.04
Diluted net profit (loss) per share	$ (0.21)	$ 0.04
Non-redeemable common stock
Numerator:
Net profit (loss) allocable to common stock subject to possible redemption	$ (952,114)	$ 212,527
Denominator:
Basic weighted average shares outstanding	4,633,125	5,295,000
Diluted weighted average shares outstanding	4,633,125	5,295,000
Basic net profit (loss) per share	$ (0.21)	$ 0.04
Diluted net profit (loss) per share	$ (0.21)	$ 0.04

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)			10 Months Ended	12 Months Ended
	Oct. 28, 2021 USD ($) $ / shares shares	Oct. 25, 2021 $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares
INITIAL PUBLIC OFFERING
Price per Unit | $ / shares				$ 10.10
Number of shares converted for each right				0.1
Deferred underwriting commission			$ 7,245,000	$ 7,245,000
Proceeds from sale of Private Warrants			8,110,000
Cash held in the Trust Account	$ 209,070,000		$ 209,070,000	$ 212,090,000
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold | shares		18,000,000
Price per Unit | $ / shares		$ 10		$ 10.10
Number of shares converted for each right		0.1
Cash underwriting commissions				$ 4,140,000
Deferred underwriting commission				$ 7,250,000
Initial Public Offering | Public warrants
INITIAL PUBLIC OFFERING
Number of shares in a unit | shares		1
Number of warrants in a unit | shares		0.5
Number of shares issuable per warrant | shares		1
Exercise price of warrants | $ / shares		$ 11.50
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold | shares	2,700,000			2,700,000
Price per Unit | $ / shares	$ 10
Exercise price of warrants | $ / shares	$ 1	$ 10
Proceeds from sale of units	$ 27,000,000
Cash underwriting commissions	540,000
Deferred underwriting commission	$ 950,000
Number of warrants sold | shares	810,000
Proceeds from sale of Private Warrants	$ 27,810,000
Cash held in the Trust Account	27,270,000
Number of shares issued | shares		2,700,000
Over-allotment option | Private Warrants
INITIAL PUBLIC OFFERING
Proceeds from sale of Private Warrants	$ 810,000

PRIVATE WARRANTS (Details)

PRIVATE WARRANTS (Details) - USD ($)		10 Months Ended
	Oct. 25, 2021	Dec. 31, 2021	Oct. 27, 2021
PRIVATE WARRANTS
Gross proceeds from issuance of warrants		$ 8,110,000
Private Warrants
PRIVATE WARRANTS
Number of warrants to purchase shares issued	7,300,000	8,110,000	810,000
Gross proceeds from issuance of warrants	$ 7,300,000
Number of shares per warrant	1
Price of warrants	$ 1
Exercise price of warrants			$ 1
Private Placement
PRIVATE WARRANTS
Price of warrants	$ 11.50
Private Placement | Private Warrants
PRIVATE WARRANTS
Number of warrants to purchase shares issued	7,300,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)		1 Months Ended		10 Months Ended
	Apr. 07, 2021	Oct. 31, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
Aggregate purchase price				$ 25,000
Common shares, shares outstanding (in shares)				5,295,000	5,295,000
Sponsor [Member]
RELATED PARTY TRANSACTIONS
Number of shares issued	4,312,500
Aggregate purchase price	$ 25,000
Share dividend		862,500	250,000
Number of fair value shares transferred			250,000
Fair value of shares granted			$ 1,700,000
Fair value for shares granted (per share)			$ 6.80
Common shares, shares outstanding (in shares)		5,175,000
Shares subject to forfeiture		675,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20%
Lock-up period		180 days
Founder Shares | Sponsor [Member]
RELATED PARTY TRANSACTIONS
Restrictions on transfer period of time after business combination completion			30 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Apr. 07, 2021
Promissory Note
RELATED PARTY TRANSACTIONS
Promissory note - related party			$ 150,000
Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Expenses accrued	$ 120,000
Expenses per month	$ 10,000
Maximum number of months for payment	18 months
Administrative Support Agreement | Working capital loans
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant	$ 1,500,000
Working capital loans	0
Related Party Payable
RELATED PARTY TRANSACTIONS
Expenses accrued	60
Related Party Payable | Sponsor
RELATED PARTY TRANSACTIONS
Expenses paid to Sponsor	140,000	$ 20,000
Related Party Payable | Administrative support fee
RELATED PARTY TRANSACTIONS
Expenses paid to Sponsor	$ 140,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 28, 2021 shares	Oct. 27, 2021 USD ($)	Dec. 31, 2022 USD ($) item $ / shares shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities | item			2
Underwriting discount per unit | $ / shares			$ 0.20
Flat fee payable			$ 3,000
Business combination does not complete legal arrangements			$ 100
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Number of days granted options to purchase underwriter			45 days
Number of units sold | shares	2,700,000		2,700,000
Underwriting discount		$ 540	$ 3,600
Deferred underwriting fees per unit | $ / shares			$ 0.35
Deferred underwriting commissions			$ 6,300
Additional deferred underwriting discount		$ 950

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock and Preferred Stock (Details) - $ / shares		12 Months Ended
	Oct. 27, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021
STOCKHOLDERS' DEFICIT
Common stock, shares authorized		50,000,000	50,000,000
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001
Common stock, shares issued		5,295,000	5,295,000
Common stock, shares outstanding		5,295,000	5,295,000
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in dollars per share)		$ 0.001	$ 0.001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Number of common stock subject to forfeiture	0	675,000
Percentage of ownership of issue and outstanding common stock after initial public Offering held by sponsor		20%
Common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Common stock subject to possible redemption		20,700,000	20,700,000	18,000,000
Common stock not subject to possible redemption
STOCKHOLDERS' DEFICIT
Common stock, shares issued		5,295,000	5,295,000	5,295,000
Common stock, shares outstanding		5,295,000	5,295,000	5,295,000

STOCKHOLDERS' DEFICIT - Rights

STOCKHOLDERS' DEFICIT - Rights (Details)	12 Months Ended
	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
Number of shares converted for each right	0.1

STOCKHOLDERS' DEFICIT - Warrant

STOCKHOLDERS' DEFICIT - Warrants (Details) - Public warrants	12 Months Ended
	Dec. 31, 2022 D $ / shares
STOCKHOLDERS' DEFICIT
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants expiration term	5 years
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Issue price or effective issue price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Threshold consecutive trading days for redemption of public warrants | D	20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Redemption of warrants when price per common stock equals or exceeds $18.00
STOCKHOLDERS' DEFICIT
Warrant redemption condition minimum share price	$ 18
Trading days for redemption of public warrants	20 days
Redemption period	30 days
Threshold business days before sending notice of redemption to warrant holders | D	3

STOCKHOLDERS' DEFICIT - EBC Fou

STOCKHOLDERS' DEFICIT - EBC Founder Shares (Details) - USD ($)	1 Months Ended		10 Months Ended	12 Months Ended
	Oct. 31, 2021	Apr. 30, 2021	Dec. 31, 2021	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
Issue price per share				$ 10.10
Fair value of shares issued			$ 580
Common shares, shares outstanding (in shares)			5,295,000	5,295,000
Early Bird Capital
STOCKHOLDERS' DEFICIT
Number of EBC founder shares		100,000
Issue price per share		$ 0.001
Fair value of shares issued		$ 580
Number of shares issued as dividend	20,000
Common shares, shares outstanding (in shares)	120,000
Lock-up period				180 days

INCOME TAX - Income tax expense

INCOME TAX - Income tax expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current income tax expense
Federal	$ 584,234
Total current income tax expense	584,234
Deferred tax expense
Federal	(242,437)	$ (82,448)
Total deferred income tax expense	(242,437)	(82,448)
Change in valuation allowance	242,437	$ 82,448
Total income tax expense	$ 584,234

INCOME TAX - Federal income tax

INCOME TAX - Federal income tax expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Federal income tax expense
Income tax expense at the federal statutory rate	$ 341,797	$ (422,403)
Non-deductible equity based compensation		339,995
Change in valuation allowance	242,437	$ 82,448
Total income tax expense	$ 584,234

INCOME TAX - Deferred tax asset

INCOME TAX - Deferred tax assets and liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Start-up / organizational costs	$ 324,885	$ 58,236
Net operating loss carryforwards		24,212
Total deferred tax assets	324,885	82,448
Valuation allowance	$ (324,885)	$ (82,448)

INCOME TAX - Additional Informa

INCOME TAX - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
INCOME TAX
Change in valuation allowance	$ 242,437
Significant uncertain tax positions	0
Accrued interest related to uncertain tax positions	$ 0

FAIR VALUE MEASUREMENTS - Asset

FAIR VALUE MEASUREMENTS - Assets measured at fair value - recurring basis (Details) - Level 1 - Recurring - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Total financial assets	$ 212,089,872	$ 209,072,882
U.S Treasury securities
Assets:
Total financial assets	$ 212,089,872	$ 209,072,882

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the fair value of the over-allotment liability (Details) - Level 3 - Recurring - Over-allotment Liability	2 Months Ended
	Dec. 31, 2021 USD ($)
FAIR VALUE MEASUREMENTS
Over allotment option at October 25, 2021	$ 597,091
Change in fair value of over allotment option transfer to statement of operations	(81,168)
Transfer to additional paid-in capital upon exercise of over allotment option	$ 515,923

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details)	Oct. 25, 2021 USD ($)
Level 3 | Recurring | Over-allotment Liability
FAIR VALUE MEASUREMENTS
Fair value of over allotment option liability	$ 597,091

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Jul. 25, 2023	Dec. 31, 2022
Note to sponsor
SUBSEQUENT EVENTS
Principal amount of promissory note		$ 73,250
Subsequent Event
SUBSEQUENT EVENTS
Deposit in trust account	$ 400,000
Public stock (per share)	$ 0.04
Aggregate deposit in trust account per month	$ 80,000
Subsequent Event | Unsecured Promissory Notes
SUBSEQUENT EVENTS
Deposit in trust account	$ 240,000
Public stock (per share)	$ 0.12