Pearl Holdings Acquisition (PRLH) 10-K 31 Mar 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2022
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-41165
Entity Registrant Name	PEARL HOLDINGS ACQUISITION CORP
Entity Central Index Key	0001856161
Entity Tax Identification Number	98-1593935
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	767 Third Avenue
Entity Address, Address Line Two	11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(212)
Local Phone Number	457-1540
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
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 199,000,000
ICFR Auditor Attestation Flag	false
Auditor Firm ID	243
Auditor Name	BDO USA, LLP
Auditor Location	New York, New York
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	PRLHU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	PRLH
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	PRLHW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		20,000,000
Common Class B [Member]
Entity Common Stock, Shares Outstanding		5,000,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets
Cash	$ 410,799	$ 1,369,047
Prepaid expenses	168,343	85,272
Total current assets	579,142	1,454,319
Cash and investment held in Trust Account	206,887,145	204,000,000
Total assets	207,466,287	205,454,319
Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit
Accrued offering costs and expenses	188,409	246,891
Due to related party	38,709	8,709
Total current liabilities	227,118	255,600
Deferred underwriters’ discount	7,000,000	7,000,000
Total liabilities	7,227,118	7,255,600
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value at December 31, 2022 and 2021	206,887,145	204,000,000
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at December 31, 2022 and 2021
Additional paid-in capital
Accumulated deficit	(6,648,476)	(5,801,781)
Total Shareholders’ Deficit	(6,647,976)	(5,801,281)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	207,466,287	205,454,319
Common Class A [Member]
Shareholders’ Deficit:
Ordinary shares, Value
Common Class B [Member]
Shareholders’ Deficit:
Ordinary shares, Value	$ 500	$ 500

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Ordinary Shares [Member]
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001
Common Class A [Member]
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	0	0
Ordinary shares, shares outstanding	0	0
Common Class B [Member]
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	5,000,000	5,000,000
Ordinary shares, shares outstanding	5,000,000	5,000,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
Formation and operating costs	$ 113,693	$ 846,695
Loss from operations	(113,693)	(846,695)
Other income
Earnings on investments held in Trust Account		2,887,145
Total other income		2,887,145
Net income (loss)	$ (113,693)	$ 2,040,450
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption	1,012,324	20,000,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$ 4.31	$ 0.11
Weighted average shares outstanding, Non-redeemable Class B ordinary shares	6,444,872	5,000,000
Basic and diluted net income (loss) per share, Non-redeemable Class B ordinary shares	$ (0.69)	$ (0.03)

STATEMENTS OF CHANGES IN ORDINA

STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - USD ($)	Class A Ordinary Shares Ordinary Shares Subject To Possible Redemption [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Mar. 22, 2021
Beginning balance, shares at Mar. 22, 2021
Class B ordinary shares issued to Sponsor		$ 503	24,497		25,000
Class B ordinary shares issued to Sponsor, shares		5,031,250
Public Offering (IPO and exercise of Overallotment)	$ 181,976,280		6,311,132		6,311,132
Public Offering (IPO and exercise of Overallotment), shares	20,000,000
Forfeiture of Class B Shares Upon Exercise of Overallotment		$ (3)	3
Forfeiture of Class B Shares Upon Exercise of Overallotment, shares		(31,250)
Issuance of Private Warrants			10,000,000		10,000,000
Accretion of Class A Common stock to redemption value	22,023,720		(16,335,632)	(5,688,088)	(22,023,720)
Net income				(113,693)	(113,693)
Ending balance, value at Dec. 31, 2021	$ 204,000,000	$ 500		(5,801,781)	(5,801,281)
Ending balance, shares at Dec. 31, 2021	20,000,000	5,000,000
Accretion of Class A Common stock to redemption value	$ 2,887,145			(2,887,145)	(2,887,145)
Net income				2,040,450	2,040,450
Ending balance, value at Dec. 31, 2022	$ 206,887,145	$ 500		$ (6,648,476)	$ (6,647,976)
Ending balance, shares at Dec. 31, 2022	20,000,000	5,000,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (113,693)	$ 2,040,450
Changes in current assets and liabilities:
Prepaid assets	(85,272)	(83,071)
Accounts payable and accrued expense	246,891	(58,482)
Due to related parties	8,709
Net cash provided by operating activities	56,635	1,898,897
Cash flows from investing activities:
Purchase of investments held in Trust Account	(204,000,000)	(2,887,145)
Cash flows used investing activities:	(204,000,000)	(2,887,145)
Cash flows from financing activities:
Proceeds from initial public offering and exercise of overallotment, net of underwriters’ fees	196,000,000
Proceeds from private placement	10,000,000
Repayment of promissory note	(244,648)
Advances from related party		180,000
Repayment of advances from related party		(150,000)
Payment of deferred offering costs	(442,940)
Net cash provided by financing activities	205,312,412	30,000
Net change in cash	1,369,047	(958,248)
Cash, beginning of the period		1,369,047
Cash, end of the period	1,369,047	410,799
Non-cash financing transaction:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	25,000
Deferred offering costs paid by Sponsor under the promissory note	244,648
Deferred underwriting commissions	7,000,000
Accretion of Class A ordinary stock subject to possible redemption	$ 22,023,720	$ 2,887,145

ORGANIZATION, BUSINESS OPERATIO

ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY	NOTE 1 —  ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Pearl Holdings Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 23, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an initial Business Combination target in any industry or geographic location, the Company intends to focus its search for a target business operating in the lifestyle, health and wellness and technology sectors. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 23, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial Public Offering (as defined below) and since the offering identifying and evaluating prospective acquisition targets for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below). The Company’s Sponsor is Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 14, 2021 (the “Effective Date”). On December 17, 2021, we consummated our Initial Public Offering of 17,500,000 10.00 9,000,000 1.00 11.50 2,500,000 1,000,000 1,000,000 Transaction costs related to the Public Offering amounted to $ 11,712,588 4,000,000 7,000,000 712,588 Following the closing of the Initial Public Offering and the over-allotment, $ 204,000,000 10.20 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company’s Business Combination must be with one or more target businesses that together have a 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 discount held in trust) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company do not complete its initial Business Combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the Public Offering, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of the public shares if the Company has not completed an initial Business Combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the Public Offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a general meeting called to approve the Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of its initial Business Combination, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity pursuant to the completion of the Public Offering and immediately accreted to redemption value, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Company will have only 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the Public Offering (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $ 100,000 The initial shareholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with the completion of the initial Business Combination or certain amendments to the amended and restated memorandum and articles of association as described elsewhere in this prospectus. In addition, the initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the prescribed time frame. However, if the initial shareholders acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete its initial Business Combination within the prescribed time frame. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than its independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the Trust Assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under 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 has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Going Concern As of December 31, 2022, the Company had $ 410,799 352,024 25,000 0.0001 The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 5 below). The Company cannot assure that its plans to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management evaluated the impact of the COVID-19 pandemic and the Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements . The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 —  Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 410,799 1,369,047 no Investments Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in money market mutual funds which invest in U.S. Treasury securities. During the year ended December 31, 2022 and for the period from March 23, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay any tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A shares and the Public Warrants based on the relative value of those instruments. Accordingly, on December 17, 2021, offering costs totaling $ 11,712,588 4,000,000 7,000,000 712,588 392,590 11,319,998 Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Net income (loss) for the period from inception to IPO was allocated fully to Class B ordinary shares. Diluted net income (loss) per share attributable to ordinary shareholders adjust the basic net income (loss) per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the period presented. With respect to the accretion of Class A ordinary shares subject to possible redemption , the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Schedule of earning per share For the For the 2022 2021 Net income (loss) $ 2,040,450 $ (113,693 ) Less: Accretion of temporary equity to redemption value (2,887,145 ) (22,023,720 ) Net loss including accretion of temporary equity to redemption value $ (846,695 ) $ (22,137,413 ) For the Year Ended December 31, 2022 For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (677,356 ) $ (169,339 ) $ (17,664,473 ) $ (4,472,940 ) Deemed dividend for accretion of temporary equity to redemption value 2,887,145 - 22,023,720 - Allocation of net income (loss) $ 2,209,789 $ (169,339 ) $ 4,359,247 $ (4,472,940 ) Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 1,012,324 6,444,872 Basic and diluted income (loss) per share $ 0.11 $ (0.03 ) $ 4.31 $ (0.69 ) Fair Value of Financial Instruments FASB ASC 820, “Fair value Measurement,” defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Derivative Financial Instruments The Company accounts for derivative financial instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 20,000,000 0.0001 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On December 17, 2021, the Company recorded an accretion of $ 22,023,720 16,335,632 5,688,088 2,887,145 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022, there were no no The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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 January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2022. The adoption did not impact the Company’s financial position, results of operations or cash flows. In May 2021, the FASB issued ASU 2021-04 to codify the consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s ordinary shares). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 2022
Public Offering
Public Offering	Note 3 — Public Offering On December 17, 2021, the Company consummated its Public Offering of 17,500,000 2,500,000 10.00 11.50

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO Company’s Sponsor purchased an aggregate of 9,000,000 11.50 1.00 9,000,000 1,000,000 A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering and deposited in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. The Sponsor, officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the Company’s initial Business Combination, (B) to waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation 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 the Company’s public shares if the Company has not consummated an initial Business Combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the Public Offering or with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the Public Offering or during any Extension Period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete an initial Business Combination within such time period, and (iii) the Founder Shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of an initial Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. If the Company submits an initial Business Combination to the Company’s public shareholders for a vote, the Company’s initial shareholders have agreed to vote their Founder Shares and any public shares purchased during or after the Public Offering in favor of the initial Business Combination.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 —  Related Party Transactions Founder Shares On April 3, 2021, the Sponsor paid $ 25,000 0.003 7,187,500 0.0001 2,156,250 5,031,250 0.005 31,350 5,000,000 0.005 The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination; or (2) subsequent to the initial Business Combination (i) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares. Promissory Note — Related Party On April 1, 2021, the Sponsor agreed to loan the Company up to $ 300,000 244,648 Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the as Loans may be repaid only out of funds held outside the trust account. Up to $ 2,000,000 1.00 Administrative Service Fee Commencing on the date that the Company’s securities are first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of $15,000 per month for office space, utilities, administrative and support services. As of December 31, 2022 and 2021, the Company incurred $ 180,000 8,709 150,000 38,709

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 6 —  Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period as described under “Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants.” The Company will bear the expenses incurred in connection with the filing of any such. Underwriting Agreement The underwriters had a 45-day option from the date of the Public Offering to purchase up to an additional 2,625,000 The underwriters earned a cash underwriting discount of two percent ( 2 4,000,000 Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5 7,000,000 Vendor Agreements As of December 31, 2022, the Company incurred legal fees of approximately $ 589,000

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 7 — Recurring Fair Value Measurements As of December 31, 2022 and 2021, the Company’s cash and marketable securities held in the Trust Account were valued at $ 206,887,145 204,000,000 The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s cash and marketable securities held in the Trust Account are based on interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the cash and marketable securities held in trust are classified within Level 1 of the fair value hierarchy. The following table sets forth the Company’s assets and liabilities that were accounted for at fair value on a recurring basis by level within the fair value hierarchy: Schedule Of Fair Value Hierarchy For Assets and Liabilities Measured At Fair Value on a Recurring basis December 31, 2022 Level 1 Level 2 Level 3 Assets Cash and marketable securities held in Trust Account $ 206,887,145 $ - $ - December 31, 2021 Level 1 Level 2 Level 3 Assets Cash and marketable securities held in Trust Account $ 204,000,000 $ - $ -

Shareholder_s Deficit

Shareholder’s Deficit	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Shareholder’s Deficit	Note 8 —  Shareholder’s Deficit Preference Shares 5,000,000 0.0001 no Class A Ordinary Shares 500,000,000 0.0001 no 20,000,000 Class B Ordinary Shares 50,000,000 0.0001 5,000,000 0.005 25,000 0.003 7,187,500 2,156,250 31,250 5,000,000 The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for the Class A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including, but not limited to, a private placement of equity or debt. Public Warrants In addition, if (x) the Company issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 Once the warrants become exercisable, the Company may redeem the warrants (except as described herein with respect to the private placement warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”) for any 20 30 The “fair market value” of the Class A ordinary shares shall mean the volume weighted average price of the Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the warrant redemption features used in some other blank check offerings. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants may be exercised for cash or on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. The Private Placement Warrants shall not become Public Warrants as a result of any transfer of the Private Placement Warrants, regardless of the transferee. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially securities representing more than 50% of the aggregate voting power represented by the issued and outstanding equity securities of the Company, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value (as defined in the warrant agreement).

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 410,799 1,369,047 no
Investments Held in Trust Account	Investments Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in money market mutual funds which invest in U.S. Treasury securities. During the year ended December 31, 2022 and for the period from March 23, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay any tax obligations.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000
Offering Costs Associated with IPO	Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A shares and the Public Warrants based on the relative value of those instruments. Accordingly, on December 17, 2021, offering costs totaling $ 11,712,588 4,000,000 7,000,000 712,588 392,590 11,319,998
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Net income (loss) for the period from inception to IPO was allocated fully to Class B ordinary shares. Diluted net income (loss) per share attributable to ordinary shareholders adjust the basic net income (loss) per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the period presented. With respect to the accretion of Class A ordinary shares subject to possible redemption , the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Schedule of earning per share For the For the 2022 2021 Net income (loss) $ 2,040,450 $ (113,693 ) Less: Accretion of temporary equity to redemption value (2,887,145 ) (22,023,720 ) Net loss including accretion of temporary equity to redemption value $ (846,695 ) $ (22,137,413 ) For the Year Ended December 31, 2022 For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (677,356 ) $ (169,339 ) $ (17,664,473 ) $ (4,472,940 ) Deemed dividend for accretion of temporary equity to redemption value 2,887,145 - 22,023,720 - Allocation of net income (loss) $ 2,209,789 $ (169,339 ) $ 4,359,247 $ (4,472,940 ) Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 1,012,324 6,444,872 Basic and diluted income (loss) per share $ 0.11 $ (0.03 ) $ 4.31 $ (0.69 )
Fair Value of Financial Instruments	Fair Value of Financial Instruments FASB ASC 820, “Fair value Measurement,” defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.
Derivative Financial Instruments	Derivative Financial Instruments The Company accounts for derivative financial instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 20,000,000 0.0001 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On December 17, 2021, the Company recorded an accretion of $ 22,023,720 16,335,632 5,688,088 2,887,145
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022, there were no no The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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 January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2022. The adoption did not impact the Company’s financial position, results of operations or cash flows. In May 2021, the FASB issued ASU 2021-04 to codify the consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s ordinary shares). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of earning per share	Schedule of earning per share For the For the 2022 2021 Net income (loss) $ 2,040,450 $ (113,693 ) Less: Accretion of temporary equity to redemption value (2,887,145 ) (22,023,720 ) Net loss including accretion of temporary equity to redemption value $ (846,695 ) $ (22,137,413 ) For the Year Ended December 31, 2022 For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (677,356 ) $ (169,339 ) $ (17,664,473 ) $ (4,472,940 ) Deemed dividend for accretion of temporary equity to redemption value 2,887,145 - 22,023,720 - Allocation of net income (loss) $ 2,209,789 $ (169,339 ) $ 4,359,247 $ (4,472,940 ) Denominator: Weighted-average shares outstanding 20,000,000 5,000,000 1,012,324 6,444,872 Basic and diluted income (loss) per share $ 0.11 $ (0.03 ) $ 4.31 $ (0.69 )

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule Of Fair Value Hierarchy For Assets and Liabilities Measured At Fair Value on a Recurring basis	Schedule Of Fair Value Hierarchy For Assets and Liabilities Measured At Fair Value on a Recurring basis December 31, 2022 Level 1 Level 2 Level 3 Assets Cash and marketable securities held in Trust Account $ 206,887,145 $ - $ -

ORGANIZATION, BUSINESS OPERAT_2

ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended	12 Months Ended
	Dec. 22, 2021	Dec. 17, 2021	Dec. 31, 2021	Dec. 31, 2022	Nov. 30, 2021
Transaction costs				$ 11,712,588
Underwriting fees		$ 4,000,000		4,000,000
Deferred underwriting fees		$ 7,000,000		7,000,000
Other costs				712,588
Proceed from initial public offering			$ 196,000,000
Minimum net worth to consummate business combination				5,000,001
Dissolution expenses				100,000
Cash			$ 1,369,047	410,799
Working capital				352,024
Sponsor [Member]
Share sold price	$ 0.005
Share price					$ 0.005
IPO [Member]
Proceed from initial public offering	$ 4,000,000			$ 204,000,000
Share price				$ 10.20
Private Placement Warrants [Member] | Sponsor [Member]
Stock issued during period shares issued in initial public offering	1,000,000	9,000,000
Warrant price		$ 1
Proceed from issuance of warrant	$ 1,000,000
Common Class A [Member]
Ordinary shares, par value			$ 0.0001	$ 0.0001
Common Class A [Member] | IPO [Member]
Stock issued during period shares issued in initial public offering	2,500,000	17,500,000
Share sold price		$ 10
Warrant price		$ 11.50
Ordinary Shares [Member] | Sponsor [Member]
Payment from Sponsor				$ 25,000
Ordinary shares, par value				$ 0.0001

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Net income (loss)	$ (113,693)	$ 2,040,450
Less: Accretion of temporary equity to redemption value	(22,023,720)	(2,887,145)
Net loss including accretion of temporary equity to redemption value	(22,137,413)	(846,695)
Common Class A [Member]
Numerator:
Allocation of net income (loss) including accretion of temporary equity	(17,664,473)	(677,356)
Deemed dividend for accretion of temporary equity to redemption value	22,023,720	2,887,145
Allocation of net income (loss)	$ 4,359,247	$ 2,209,789
Denominator:
Weighted-average shares outstanding	1,012,324	20,000,000
Basic and diluted income (loss) per share	$ 4.31	$ 0.11
Common Class B [Member]
Numerator:
Allocation of net income (loss) including accretion of temporary equity	$ (4,472,940)	$ (169,339)
Deemed dividend for accretion of temporary equity to redemption value
Allocation of net income (loss)	$ (4,472,940)	$ (169,339)
Denominator:
Weighted-average shares outstanding	6,444,872	5,000,000
Basic and diluted income (loss) per share	$ (0.69)	$ (0.03)

Significant Accounting Polici_5

Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Dec. 17, 2021	Dec. 31, 2021	Dec. 31, 2022
Cash		$ 1,369,047	$ 410,799
Cash equivalents		0	0
Federal depository insurance			250,000
Offering costs	$ 11,712,588
Underwriting fees	4,000,000		4,000,000
Deferred underwriting fees	7,000,000		7,000,000
Actual offering costs	712,588
Warrant charged	392,590
Additional paid-in capital	11,319,998
Accretion expenses	22,023,720
Additional Paid in Capital	16,335,632
Accumulated deficit	$ 5,688,088	(5,801,781)	(6,648,476)
Accretion of Class A ordinary stock subject to possible redemption		$ 22,023,720	2,887,145
Unrecognized tax benefits			0
Accrued for interest and penalties			$ 0
Class A Ordinary Shares [Member]
Number of shares authorized		20,000,000	20,000,000
Ordinary shares, par value		$ 0.0001	$ 0.0001

Public Offering (Details Narrat

Public Offering (Details Narrative) - Common Class A [Member] - IPO [Member] - $ / shares	1 Months Ended
	Dec. 22, 2021	Dec. 17, 2021
Shares issued	2,500,000	17,500,000
Sale of Stock, Price Per Share		$ 10
Warrant price		$ 11.50

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended	12 Months Ended
	Dec. 22, 2021	Dec. 17, 2021	Dec. 31, 2021	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Gross proceeds from private placement issue			$ 10,000,000
Common Class A [Member] | IPO [Member]
Class of Warrant or Right [Line Items]
Warrant price		$ 11.50
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrants and rights issued during the period		9,000,000
Class of warrants and rights issued, price per warrant		$ 1
Gross proceeds from private placement issue		$ 9,000,000
Private Placement [Member]
Class of Warrant or Right [Line Items]
Class of warrants and rights issued during the period	1,000,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)			1 Months Ended		12 Months Ended
	Apr. 03, 2021	Apr. 02, 2021	Dec. 22, 2021	Nov. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Administrative service fee					$ 180,000	$ 8,709
Repaid administrative service fee					150,000
Due from Sponsor					38,709
Sponsor [Member]
Related Party Transaction [Line Items]
Repayment of loan		$ 244,648
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt instrument, convertible warrants issued					$ 2,000,000
Warrants issued price per warrant					$ 1
Common Class B [Member]
Related Party Transaction [Line Items]
Ordinary shares, par value					$ 0.0001	$ 0.0001
Common Stock, Shares Outstanding					5,000,000	5,000,000
Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares surrendered				2,156,250
Common Stock, Shares Outstanding				5,031,250
Share Price				$ 0.005
Number of additional shares issued			31,350
Number of shares outstanding			5,000,000
Share price			$ 0.005
Debt instrument, face amount		$ 300,000
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued for services, amount	$ 25,000
Shares Issued, Price Per Share	$ 0.003
Stock issued for services, shares	7,187,500
Ordinary shares, par value	$ 0.0001

Commitments & Contingencies (De

Commitments & Contingencies (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Dec. 22, 2021	Dec. 31, 2021	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Cash underwriting discount	2%
Proceed from public offering		$ 196,000,000
Deffered underwriting discount			3.50%
Held in the trust account			$ 7,000,000
Legal fees			$ 589,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares purchase			2,625,000
Proceed from public offering	$ 4,000,000		$ 204,000,000

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in Trust Account	$ 206,887,145	$ 204,000,000
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in Trust Account	206,887,145	204,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in Trust Account
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in Trust Account

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Cash and marketable securities held in Trust Account	$ 206,887,145	$ 204,000,000

Shareholder_s Deficit (Details

Shareholder’s Deficit (Details Narrative) - USD ($)		1 Months Ended		12 Months Ended
	Apr. 03, 2021	Dec. 31, 2021	Nov. 30, 2021	Dec. 31, 2022	Dec. 22, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized		5,000,000		5,000,000
Preferred stock, par value		$ 0.0001		$ 0.0001
Preferred stock, shares issued		0		0
Preferred stock, shares outstanding		0		0
Public Warrants [Member] | Redemption Trigger Price One [Member] | Warrant Redemption Price One [Member]
Class of Stock [Line Items]
Share price				$ 18
Class of warrants or rights redemption price per share				$ 0.01
Number of consecutive trading days for determining the share price				30 days
Public Warrants [Member] | Redemption Trigger Price One [Member] | Warrant Redemption Price One [Member] | Warrant Redemption Exercise Price Percentage One [Member]
Class of Stock [Line Items]
Number of trading days for determining the share price				20 days
Public Warrants [Member] | Redemption Trigger Price Two [Member] | Warrant Redemption Price Two [Member]
Class of Stock [Line Items]
Minimum notice period to be given to warrant holders prior to redemption				30 days
Sponsor [Member]
Class of Stock [Line Items]
Common stock, shares, outstanding			5,031,250
Share price			$ 0.005
Number of shares surrendered			2,156,250
Number of additional share issued		31,250
Capital Units, Outstanding					5,000,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized		500,000,000		500,000,000
Ordinary shares, par value		$ 0.0001		$ 0.0001
Common stock, shares, issued		0		0
Common stock, shares, outstanding		0		0
Shares subject to possible redemption		20,000,000		20,000,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized		50,000,000		50,000,000
Ordinary shares, par value		$ 0.0001		$ 0.0001
Common stock, shares, issued		5,000,000		5,000,000
Common stock, shares, outstanding		5,000,000		5,000,000
Common Class B [Member] | Sponsor [Member]
Class of Stock [Line Items]
Ordinary shares, par value	$ 0.0001
Stock Issued During Period, Value, Issued for Services	$ 25,000
Shares Issued, Price Per Share	$ 0.003
Stock issued for services, shares	7,187,500