Chenghe Acquisition 10-Q 25 Jul 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Jul. 25, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-41366
Entity Registrant Name	CHENGHE ACQUISITION CO.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1598077
Entity Address, Address Line One	38 Beach Road #29-11
Entity Address, City or Town	South Beach Tower
Entity Address, Country	SG
Entity Address, Postal Zip Code	189767
City Area Code	65
Local Phone Number	9851 8611
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001856948
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	CHEAU
Security Exchange Name	NASDAQ
Class A ordinary shares
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CHEA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		11,500,000
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	CHEAW
Security Exchange Name	NASDAQ
Class B ordinary shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		2,875,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 395,559	$ 640,833
Prepaid expenses	128,643	215,720
Total Current Assets	524,202	856,553
Investments held in Trust Account	122,727,319	120,082,704
TOTAL ASSETS	123,251,521	120,939,257
Current liabilities
Accrued expenses	654,935	212,000
Accrued offering costs		50,000
Due to Sponsor	$ 205,839	$ 115,839
Other Liability, Current, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Total Current Liabilities	$ 860,774	$ 377,839
Deferred underwriting commissions	4,025,000	4,025,000
Total Liabilities	4,885,774	4,402,839
Commitments
Shareholders' Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(4,361,860)	(3,546,574)
Total Shareholders' Deficit	(4,361,572)	(3,546,286)
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT	123,251,521	120,939,257
Class A ordinary shares subject to redemption
Current liabilities
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 number of shares at redemption value of $10.67 and $10.44 as of June 30, 2023 and December 31, 2022, respectively	122,727,319	120,082,704
Class B ordinary shares
Shareholders' Deficit
Ordinary shares	$ 288	$ 288

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized (in shares)	5,000,000	5,000,000
Preference shares, shares issued (in shares)	0	0
Preference shares, shares outstanding (in shares)	0	0
Class A ordinary shares
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, authorized (in shares)	500,000,000	500,000,000
Class A ordinary shares subject to redemption
Ordinary shares subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares subject to possible redemption (in shares)	11,500,000	11,500,000
Ordinary shares, redemption value (in dollars per share)	$ 10.67	$ 10.44
Class A ordinary shares not subject to redemption
Common shares, issued (in shares)	0	0
Common shares, outstanding (in shares)	0	0
Class B ordinary shares
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, authorized (in shares)	50,000,000	50,000,000
Common shares, issued (in shares)	2,875,000	2,875,000
Common shares, outstanding (in shares)	2,875,000	2,875,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating and formation costs	$ 574,012	$ 196,604	$ 815,286	$ 196,604
Loss from operations	(574,012)	(196,604)	(815,286)	(196,604)
Other income (loss):
Interest earned on investments held in Trust Account	1,433,096	115,337	2,644,615	115,337
Other income, net	1,433,096	115,337	2,644,615	115,337
Net income (loss)	$ 859,084	$ (81,267)	$ 1,829,329	$ (81,267)
Class A ordinary shares
Other income (loss):
Basic weighted average shares outstanding	11,500,000	7,582,418	11,500,000	3,812,155
Diluted weighted average shares outstanding	11,500,000	7,582,418	11,500,000	3,812,155
Basic net income (loss) per share	$ 0.06	$ (0.01)	$ 0.13	$ (0.01)
Diluted net income (loss) per share	$ 0.06	$ (0.01)	$ 0.13	$ (0.01)
Class A ordinary shares subject to redemption
Other income (loss):
Basic weighted average shares outstanding	11,500,000	7,582,418	11,500,000	3,812,155
Diluted weighted average shares outstanding	11,500,000	7,582,418	11,500,000	3,812,155
Basic net income (loss) per share	$ 0.06	$ (0.01)	$ 0.13	$ (0.01)
Diluted net income (loss) per share	$ 0.06	$ (0.01)	$ 0.13	$ (0.01)
Non-redeemable ordinary shares
Other income (loss):
Basic weighted average shares outstanding	2,875,000	2,747,253	2,875,000	2,624,309
Diluted weighted average shares outstanding	2,875,000	2,747,253	2,875,000	2,624,309
Basic net income (loss) per share	$ 0.06	$ (0.01)	$ 0.13	$ (0.01)
Diluted net income (loss) per share	$ 0.06	$ (0.01)	$ 0.13	$ (0.01)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A ordinary shares Ordinary Shares	Class B ordinary shares Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021	$ 0	$ 288	$ 24,712	$ (12,475)	$ 12,525
Balance at the beginning (in shares) at Dec. 31, 2021		2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of Public Warrants at issuance	0		1,667,500		1,667,500
Sale of 7,750,000 Private Placement Warrants	0		7,750,000		7,750,000
Allocated value of transaction costs to Class A ordinary shares	0		(159,530)		(159,530)
Re-measurement for Class A ordinary shares subject to redemption amount	0		(9,282,682)	(2,999,572)	(12,282,254)
Net income (loss)	0			(81,267)	(81,267)
Balance at the end at Jun. 30, 2022	0	$ 288	0	(3,093,314)	(3,093,026)
Balance at the end (in shares) at Jun. 30, 2022		2,875,000
Balance at the beginning at Dec. 31, 2021	0	$ 288	24,712	(12,475)	12,525
Balance at the beginning (in shares) at Dec. 31, 2021		2,875,000
Balance at the end at Dec. 31, 2022		$ 288		(3,546,574)	(3,546,286)
Balance at the end (in shares) at Dec. 31, 2022		2,875,000
Balance at the beginning at Mar. 31, 2022	0	$ 288	24,712	(12,475)	12,525
Balance at the beginning (in shares) at Mar. 31, 2022		2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of Public Warrants at issuance	0		1,667,500	0	1,667,500
Sale of 7,750,000 Private Placement Warrants	0		7,750,000	0	7,750,000
Allocated value of transaction costs to Class A ordinary shares	0		(159,530)	0	(159,530)
Re-measurement for Class A ordinary shares subject to redemption amount	0		(9,282,682)	(2,999,572)	(12,282,254)
Net income (loss)	0		0	(81,267)	(81,267)
Balance at the end at Jun. 30, 2022	0	$ 288	0	(3,093,314)	(3,093,026)
Balance at the end (in shares) at Jun. 30, 2022		2,875,000
Balance at the beginning at Dec. 31, 2022		$ 288		(3,546,574)	(3,546,286)
Balance at the beginning (in shares) at Dec. 31, 2022		2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Re-measurement for Class A ordinary shares subject to redemption amount				(2,644,615)	(2,644,615)
Net income (loss)				1,829,329	1,829,329
Balance at the end at Jun. 30, 2023	$ 0	$ 288	0	(4,361,860)	(4,361,572)
Balance at the end (in shares) at Jun. 30, 2023	0	2,875,000
Balance at the beginning at Mar. 31, 2023		$ 288		(3,787,848)	(3,787,560)
Balance at the beginning (in shares) at Mar. 31, 2023		2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Re-measurement for Class A ordinary shares subject to redemption amount	$ 0	$ 0	0	(1,433,096)	(1,433,096)
Net income (loss)				859,084	859,084
Balance at the end at Jun. 30, 2023	$ 0	$ 288	$ 0	$ (4,361,860)	$ (4,361,572)
Balance at the end (in shares) at Jun. 30, 2023	0	2,875,000

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS (DEFICIT) EQUITY (Parenthetical)	Jun. 30, 2022 shares
Private placement warrants
Number of warrants issued	7,750,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 1,829,329	$ (81,267)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investments held in Trust Account	(2,644,615)	(115,337)
Changes in operating assets and liabilities:
Prepaid expenses	87,077	(293,807)
Due from Sponsor	0	13,040
Long-term prepaid insurance	0	(83,060)
Accrued expenses	462,935	71,360
Due to Sponsor	90,000	25,838
Net cash used in operating activities	(175,274)	(463,233)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	0	(118,450,000)
Net cash used in investing activities	0	(118,450,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	0	112,700,000
Proceeds from sale of Private Placements Warrants	0	7,750,000
Proceeds from promissory note - related party	0	107,521
Repayment of promissory note - related party	0	(300,000)
Payment of offering costs	(70,000)	(641,590)
Net cash (used in) provided by financing activities	(70,000)	119,615,931
Net Change in Cash	(245,274)	702,698
Cash - Beginning of period	640,833	0
Cash - End of period	395,559	702,698
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	0	50,393
Deferred underwriting fee payable	0	4,025,000
Initial classification of ordinary shares subject to possible redemption	0	118,450,000
Re-measurement for Class A ordinary shares subject to possible redemption	$ 2,644,615	$ 115,337

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	6 Months Ended
	Jun. 30, 2023
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Chenghe Acquisition Co. (the “Company”) is a newly incorporated blank check company incorporated as a Cayman Islands exempted company on April 7, 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”). The Company has not selected any potential business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from April 7, 2021 (inception) through June 30, 2023 relates to the Company’s formation, its initial public offering (the “IPO”) and searching for a business combination target. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on April 27, 2022 (the “Effective Date”). On May 2, 2022, the Company consummated the IPO of 11,500,000 units, including the issuance of 1,500,000 units as a result of the underwriters’ full exercise of the over-allotment option (the “Units”), at $10.00 per Unit, generating gross proceeds of $115,000,000, which is discussed in Note 3. Each Unit consists of one Class A ordinary share (the “public share”) and one-half of one Simultaneously with the closing of the IPO, the Company consummated the sale of 7,750,000 warrants (the “Private Placement Warrants”), including 750,000 Private Placement Warrants in connection with the full exercise of the underwriters’ overallotment option, at a price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) to Chenghe Investment Co. (the “Sponsor”), generating gross proceeds of $7,750,000, which is discussed in Note 4. Transaction costs amounted to $7,208,947 consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $883,947 of other offering costs. The Company must complete one or more business combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting commissions held in trust) at the time of 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 an 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. Following the closing of the IPO on May 2, 2022, an amount of $118,450,000 ($10.30 per Unit) from the net proceeds of the sale of the public units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government securities, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial business combination, (ii) the redemption of the public shares if the Company is unable to complete its initial business combination within the Combination Period (as define below), subject to applicable law, or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) 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 public shares if the Company has not consummated an initial business combination within the Combination Period, or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. 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 at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account is initially anticipated to be $10.30 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 will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company has only 15 months or during one of the three three-month extensions approved by the board of directors pursuant to the amended and restated memorandum and articles of association (the “Original Extension Right”), for a total up to 24 months, from the closing of the IPO (collectively, the “Combination Period”) to complete the initial business combination. If the Company has not completed the initial 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 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. On July 5, 2023, the Company filed a definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission ( “SEC”) for an extraordinary general meeting of shareholders (the “Extraordinary Meeting”) to be held on July 26, 2023 to seek approval from its shareholders to amend the Company’s amended and restated memorandum and articles of association to (i) extend the date (the “Termination Date”) by which the Company must (A) consummate a business combination or (B) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company’s public shares, for three months, from August 2, 2023 (the date which is 15 months from the closing date of the IPO, the “Original Termination Date”) to November 2, 2023 (the “First-Phase Extended Date”) for a deposit, for the period from the Original Termination Date to the First-Phase Extended Date, of the lesser of (a) $300,000 and (b) $0.075 for each public share not redeemed as of the Original Termination Date and to allow the Company, without the need for any further approval of the Company’s shareholders, by resolutions of the board of directors of the Company, to elect to further extend the Termination Date, up to six times, each by an additional month, for an aggregate of six additional months beyond the First-Phase Extended Date, until up to May 2, 2024, for a deposit, for each monthly extension after the First-Phase Extended Date, of the lesser of (a) $100,000 and (b) $0.025 for each public share not redeemed as of the Original Termination Date (such proposal, the “Extension Amendment Proposal”); and (ii) provide for the right of a holder of the Company’s Class B ordinary shares to convert into Class A ordinary shares on a one-for-one basis at any time before or concurrently with or immediately following the consummation of the business combination at the election of the holder (such proposal, the “Founder Share Amendment Proposal”). The Sponsor, officers, directors and advisory board members (the “initial shareholders”) have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) and public shares in connection with the completion of the initial business combination; waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s 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 public shares if the Company has not consummated an initial business combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; 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 Combination 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 its initial business combination within the prescribed time frame; and (ii) vote any Founder Shares held by them and any public shares purchased during or after the IPO (including in open market and privately- negotiated transactions) in favor of the initial business combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.30 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any 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 (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Business Combination Agreement On July 21, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Semilux International Ltd., a Cayman Islands exempted company limited by shares (“CayCo”), SEMILUX LTD., a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo (“Merger Sub”), and Taiwan Color Optics, Inc. (“TCO” and together with CayCo and Merger Sub, the “TCO Parties”), a company incorporated and in existence under the laws of Taiwan with uniform commercial number of 25052644, pursuant to which, among other transactions, subject to and in accordance with the terms and conditions set forth therein, Merger Sub shall be merged with and into the Company with the Company being the surviving company and as a direct wholly owned subsidiary of CayCo (the “Merger”), and the Company will change its name to “SEMILUX LTD.” (the “Business Combination”). Pursuant to the Business Combination Agreement, at the time when the Merger becomes effective, (i) each outstanding Unit will be automatically separated (“Unit Separation”) and the holder thereof will be deemed to hold one Class A ordinary share and one-half Public Warrant of the Company; (ii) each then issued and outstanding Class B ordinary share of the Company will be automatically converted into one Class A ordinary share of the Company (the “SPAC Class B Conversion”) and each Class B ordinary share of the Company shall no longer be issued and outstanding and shall automatically be cancelled and cease to exist; (iii) each Class A ordinary share of the Company (which for the avoidance of doubt, includes the Class A ordinary shares (A) issued in connection with the SPAC Class B Conversion; and (B) held as a result of Unit Separation) shall be converted into the right to receive one ordinary share of CayCo; and (iv) each warrant of the Company that is outstanding and unexercised shall be automatically converted into the right to receive a warrant of CayCo, which shall be on the same terms and conditions as the applicable warrant of the Company. Under the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) the accuracy of representations and warranties to various standards, from no material qualifier to a material adverse effect qualifier, (ii) material compliance with pre-closing covenants, (iii) no material adverse effect for TCO, (iv) TCO’s Company Acquisition Percentage (as defined in the Business Combination Agreement) reaching at least 90.1%; (v) the consummation of the TCO Restructuring (as defined in the Business Combination Agreement); (v) the delivery of customary closing certificates, (vi) the receipt of required governmental approval and such approval being effective, (vii) the receipt of all required third party consents, if any, (viii) the absence of a legal prohibition on consummating the transactions, (ix) approval by the Company’s and TCO’s shareholders, (x) approval of a listing application on the New York Stock Exchange or the Nasdaq Stock Market for newly issued shares, and (xi) the Company having at least US$5,000,001 of net tangible assets remaining after redemption. The full Business Combination Agreement and other agreements entered into or contemplated to be executed prior to the closing of the Business Combination have been filed on a Current Report on Form 8-K with the SEC on July 21, 2023. Liquidity and Going Concern Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these financial statements are issued and therefore substantial doubt has been alleviated. In addition, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 1, 2023 (which may be extended by the Company for up to nine months periods to May 2, 2024 if the Extension Amendment Proposal is approved or if the Company exercises the Original Extension Right) to consummate the initial business combination. The Company intends to complete the initial business combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by August 1, 2023 (which may be extended by the Company for up to nine months periods to May 2, 2024 if the Extension Amendment Proposal is approved or if the Company exercises the Original Extension Right). Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 1, 2023 (which may be extended by the Company for up to nine months periods to May 2, 2024 if the Extension Amendment Proposal is approved or if the Company exercises the Original Extension Right). Risks and Uncertainties Management is currently evaluating 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 unaudited condensed financial statements. The unaudited condensed 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 events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a business combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. The Company held $395,559 and $640,833 in cash as of June 30, 2023 and December 31, 2022, respectively. Investments Held in Trust Account As of June 30, 2023 and December 31, 2022, the assets held in the Trust Account were marketable securities which are reported at fair value. As of June 30, 2023 and December 31, 2022, the Company had $122,727,319 and $120,082,704 held in the Trust Account. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary share subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. As of June 30, 2023 and December 31, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 115,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (1,667,500) Class A ordinary shares issuance at cost ​ (7,049,417) Plus: ​ Re-measurement for Class A ordinary shares subject to possible redemption ​ 13,799,621 Contingently redeemable ordinary share, December 31, 2022 ​ $ 120,082,704 Plus: ​ ​ ​ Re-measurement for Class A ordinary shares subject to possible redemption ​ ​ 2,644,615 Contingently redeemable ordinary share, June 30, 2023 ​ $ 122,727,319 ​ Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,208,947 as a result of the IPO (consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees, and $883,947 of other offering costs). 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 statements 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 June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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. Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The number of weighted average shares for the period from April 7, 2021 (inception) through December 31, 2021 was reduced for the effect of an aggregate of 375,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. On May 2, 2022, the underwriters fully exercised their over-allotment option, hence, 375,000 Founder Shares were no longer subject to forfeiture. (see Note 5). As of June 30, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2023 ​ 2022 ​ 2023 ​ 2022 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 687,267 ​ $ 171,817 ​ $ (59,653) ​ $ (21,614) ​ $ 1,463,463 ​ $ 365,866 ​ $ (48,132) ​ $ (33,135) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 11,500,000 ​ 2,875,000 ​ 7,582,418 ​ 2,747,253 ​ 11,500,000 ​ 2,875,000 ​ 3,812,155 ​ 2,624,309 Basic and diluted net income (loss) per ordinary share ​ $ 0.06 ​ $ 0.06 ​ $ (0.01) ​ $ (0.01) ​ $ 0.13 ​ $ 0.13 ​ $ (0.01) ​ $ (0.01) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash, prepaid assets, and accounts payable are estimated to approximate the carrying values as of June 30, 2023 and December 31, 2022 due to the short maturities of such instruments. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements. Warrant Instruments The Company accounts for warrants 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 Accounting Standards Codification 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, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Based on the warrant agreement and private placement warrants purchase agreement, both dated April 27, 2022, pursuant to which the Public Warrants and the Private Placement Warrants were issued respectively, management concluded that the Public Warrants and Private Placement Warrants qualify for equity accounting treatment. Recent Accounting Standards In August 2020, the FASB issued 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, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has determined not to early adopt ASU 2020-06. ​ Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2023
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On May 2, 2022, the Company sold 11,500,000 Units, including 1,500,000 Units as a result of the underwriters’ full exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2023
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,750,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $7,750,000. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a business combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants 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 Placement Warrants will be worthless (See Note 7).

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 8, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,187,500 Founder Shares. On June 20, 2021 and on December 28, 2021, respectively, the Sponsor surrendered and forfeited to the Company 1,437,500 Founder Shares for no consideration, following which, the Sponsor holds 4,312,500 Founder Shares. On March 29, 2022, the Sponsor further surrendered and forfeited to the Company 1,437,500 Founder Shares for no consideration, following which the Sponsor holds 2,875,000 Founder Shares. As a result of these surrender and forfeiture of Founder Shares, the per share price increased to approximately $0.009 per share. On March 30, 2022, the Sponsor transferred an aggregate of 177,439 of its Founder Shares to the Company’s independent director nominees and advisory board member, for their board and advisory services, in each case for no cash consideration, including 20,000 shares to each of Kwan Sun, Robert Ning exercised in full. On May 2, 2022, the underwriters fully exercised their over-allotment option, hence, 375,000 Founder Shares were no longer subject to forfeiture, so that the number of Founder Shares outstanding as of June 30, 2023 was 2,875,000. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial business combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (2) if the Company consummate a transaction after the initial business combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Administrative Services Agreement Commencing on April 27, 2022, the effective date of the Company’s registration statement for IPO, the Company pay to the Sponsor $15,000 per month for office space, utilities, secretarial support and administrative services provided to members of the Company’s management team. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2023, the Company incurred $45,000 and $90,000 in fees for these services, respectively, and such amount is included in due to Sponsor in the accompanying balance sheets. For the three and six months ended June 30, 2022, the Company incurred $31,548 in fees for these services, and such amount is included in due to Sponsor in the accompanying balance sheets. Promissory Note — Related Party On April 8, 2021, the Sponsor has agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and due at the earlier of June 30, 2022 or the closing of the IPO. As of May 2, 2022, the Company had borrowed $300,000 and repaid under the promissory note. Related Party Loans In order to finance working capital deficit or to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes its initial business combination, the Company would repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The terms of such warrants would be identical to those of the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, no such Working Capital Loans were outstanding. ​

COMMITMENTS

COMMITMENTS	6 Months Ended
	Jun. 30, 2023
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights The holders of the (i) Founder Shares, (ii) Private Placement Warrants, and the Class A ordinary shares underlying such Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement dated April 27, 2022. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On May 2, 2022, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $2,300,000. In addition, $0.35 per unit, or approximately $4,025,000 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.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	6 Months Ended
	Jun. 30, 2023
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares Class B Ordinary Shares The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, 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 connection with the initial business combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares issued and outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders of record of the Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company is generally required to approve any matter voted on by the shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of at least two-thirds of the ordinary shares who attend and vote at a general meeting of the Company, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company is to hold an Extraordinary Meeting on July 26, 2023 to seek shareholder approval, among other things, to amend the amended and restated memorandum and articles of association to provide for the right of a holder of the Company’s Class B ordinary shares to convert into Class A ordinary shares on a one-for-one basis at any time before or concurrently with or immediately following the consummation of the business combination at the election of the holder. See Note 1. Warrants The warrants cannot be exercised until 30 days after the completion of the initial business combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial business combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen business days after the closing of the initial business combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30-day redemption period ” ) to each warrant holder; and ● if, and only if, the reported 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) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which before we send the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On July 5, 2023, the Company filed a definitive proxy statement on Schedule 14A with the SEC for the Extraordinary Meeting to be held on July 26, 2023 to seek approval from its shareholders of the following proposals: ● The Extension Amendment Proposal: A proposal by special resolution, to amend the Company’s amended and restated memorandum and articles of association, to extend the Termination Date, for three months, from August 2, 2023 to November 2, 2023 for a deposit of the lesser of (a) $300,000 and (b) $0.075 for each public share not redeemed as of the Original Termination Date and to allow the Company, without the need for any further approval of the Company’s shareholders, by resolutions of the board of directors of the Company, to elect to further extend the Termination Date, up to six times, each by an additional month, for an aggregate of six additional months beyond the First-Phase Extended Date, until up to May 2, 2024, for a deposit, for each monthly extension after the First-Phase Extended Date, of the lesser of (a) $100,000 and (b) $0.025 for each Class A Ordinary Share not redeemed as of the Original Termination Date. ● The Founder Share Amendment Proposal: A proposal by special resolution, to amend the Company’s amended and restated memorandum and articles of association, to provide for the right of a holder of the Company’s Class B ordinary shares, to convert into Class A Ordinary Shares on a one-for-one basis at any time before or concurrently with or immediately following the consummation of the Company’s business combination at the election of the holder. ● The Adjournment Proposal (if presented): A proposal by ordinary resolution, to approve the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or the Founder Share Amendment Proposal, (ii) if the holders of Class A ordinary shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal such that the Company would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC or (iii) if the Company determines before the Extraordinary Meeting that it is not necessary or no longer desirable to proceed with the other proposals, including that the Company has elected to exercise the Original Extension Right. On July 21, 2023, the Company entered into the Business Combination Agreement with the TCO Parties, pursuant to which, among other transactions, subject to and in accordance with the terms and conditions set forth therein, Merger Sub shall be merged with and into the Company with the Company being the surviving company and as a direct wholly owned subsidiary of CayCo, and the Company will change its name to “SEMILUX LTD.”. Pursuant to the Business Combination Agreement, at the time when the Merger becomes effective, (i) each outstanding Unit will be automatically separated and the holder thereof will be deemed to hold one Class A ordinary share and one-half Public Warrant of the Company; (ii) each then issued and outstanding Class B ordinary share of the Company will be automatically converted into one Class A ordinary share of the Company and each Class B ordinary share of the Company shall no longer be issued and outstanding and shall automatically be cancelled and cease to exist; (iii) each Class A ordinary share of the Company (which for the avoidance of doubt, includes the Class A ordinary shares (A) issued in connection with the SPAC Class B Conversion; and (B) held as a result of Unit Separation) shall be converted into the right to receive one ordinary share of CayCo; and (iv) each warrant of the Company that is outstanding and unexercised shall be automatically converted into the right to receive a warrant of CayCo, which shall be on the same terms and conditions as the applicable warrant of the Company. Under the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) the accuracy of representations and warranties to various standards, from no material qualifier to a material adverse effect qualifier, (ii) material compliance with pre-closing covenants, (iii) no material adverse effect for TCO, (iv) TCO’s Company Acquisition Percentage (as defined in the Business Combination Agreement) reaching at least 90.1%; (v) the consummation of the TCO Restructuring (as defined in the Business Combination Agreement); (v) the delivery of customary closing certificates, (vi) the receipt of required governmental approval and such approval being effective, (vii) the receipt of all required third party consents, if any, (viii) the absence of a legal prohibition on consummating the transactions, (ix) approval by the Company’s and TCO’s shareholders, (x) approval of a listing application on the New York Stock Exchange or the Nasdaq Stock Market for newly issued shares, and (xi) the Company having at least US$5,000,001 of net tangible assets remaining after redemption.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. The Company held $395,559 and $640,833 in cash as of June 30, 2023 and December 31, 2022, respectively.
Investments Held in Trust Account	Investments Held in Trust Account As of June 30, 2023 and December 31, 2022, the assets held in the Trust Account were marketable securities which are reported at fair value. As of June 30, 2023 and December 31, 2022, the Company had $122,727,319 and $120,082,704 held in the Trust Account.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary share subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. As of June 30, 2023 and December 31, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 115,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (1,667,500) Class A ordinary shares issuance at cost ​ (7,049,417) Plus: ​ Re-measurement for Class A ordinary shares subject to possible redemption ​ 13,799,621 Contingently redeemable ordinary share, December 31, 2022 ​ $ 120,082,704 Plus: ​ ​ ​ Re-measurement for Class A ordinary shares subject to possible redemption ​ ​ 2,644,615 Contingently redeemable ordinary share, June 30, 2023 ​ $ 122,727,319
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,208,947 as a result of the IPO (consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees, and $883,947 of other offering costs).
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 statements 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 June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The number of weighted average shares for the period from April 7, 2021 (inception) through December 31, 2021 was reduced for the effect of an aggregate of 375,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. On May 2, 2022, the underwriters fully exercised their over-allotment option, hence, 375,000 Founder Shares were no longer subject to forfeiture. (see Note 5). As of June 30, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2023 ​ 2022 ​ 2023 ​ 2022 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 687,267 ​ $ 171,817 ​ $ (59,653) ​ $ (21,614) ​ $ 1,463,463 ​ $ 365,866 ​ $ (48,132) ​ $ (33,135) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 11,500,000 ​ 2,875,000 ​ 7,582,418 ​ 2,747,253 ​ 11,500,000 ​ 2,875,000 ​ 3,812,155 ​ 2,624,309 Basic and diluted net income (loss) per ordinary share ​ $ 0.06 ​ $ 0.06 ​ $ (0.01) ​ $ (0.01) ​ $ 0.13 ​ $ 0.13 ​ $ (0.01) ​ $ (0.01) ​
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account.
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 Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash, prepaid assets, and accounts payable are estimated to approximate the carrying values as of June 30, 2023 and December 31, 2022 due to the short maturities of such instruments. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements.
Warrant Instruments	Warrant Instruments The Company accounts for warrants 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 Accounting Standards Codification 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, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Based on the warrant agreement and private placement warrants purchase agreement, both dated April 27, 2022, pursuant to which the Public Warrants and the Private Placement Warrants were issued respectively, management concluded that the Public Warrants and Private Placement Warrants qualify for equity accounting treatment.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued 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, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has determined not to early adopt ASU 2020-06. ​ Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of Class A ordinary shares reflected on the balance sheets	​ ​ ​ ​ ​ Gross proceeds $ 115,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (1,667,500) Class A ordinary shares issuance at cost ​ (7,049,417) Plus: ​ Re-measurement for Class A ordinary shares subject to possible redemption ​ 13,799,621 Contingently redeemable ordinary share, December 31, 2022 ​ $ 120,082,704 Plus: ​ ​ ​ Re-measurement for Class A ordinary shares subject to possible redemption ​ ​ 2,644,615 Contingently redeemable ordinary share, June 30, 2023 ​ $ 122,727,319
Summary of calculation of basic and diluted net loss per ordinary share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, ​ For the Six Months Ended June 30, ​ ​ 2023 ​ 2022 ​ 2023 ​ 2022 ​ Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 687,267 ​ $ 171,817 ​ $ (59,653) ​ $ (21,614) ​ $ 1,463,463 ​ $ 365,866 ​ $ (48,132) ​ $ (33,135) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 11,500,000 ​ 2,875,000 ​ 7,582,418 ​ 2,747,253 ​ 11,500,000 ​ 2,875,000 ​ 3,812,155 ​ 2,624,309 Basic and diluted net income (loss) per ordinary share ​ $ 0.06 ​ $ 0.06 ​ $ (0.01) ​ $ (0.01) ​ $ 0.13 ​ $ 0.13 ​ $ (0.01) ​ $ (0.01) ​

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) - USD ($)			6 Months Ended
	Jul. 05, 2023	May 02, 2022	Jun. 30, 2023	Jun. 30, 2022	May 02, 2024	Nov. 02, 2023	Dec. 31, 2022
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Number of units issued		118,450,000
Share issued price per Unit		$ 10.30
Proceeds from sale of Private Placements Warrants			$ 0	$ 7,750,000
Transaction costs		$ 7,208,947
Underwriting discount		2,300,000
Deferred underwriting discount		4,025,000
Other offering costs		$ 883,947
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%
Maturity term of U.S. government securities			185 days
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100%
Minimum net tangible assets upon consummation of the business combination			$ 5,000,001
Maximum net interest to pay dissolution expenses			$ 100,000
Months to complete initial business combination			15 months
Total months to complete initial business combination			24 months
Common Class A Member
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Common shares, par value (in dollars per share)			$ 0.0001				$ 0.0001
Common Class A Member | Scenario forecast member
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Lease payments					$ 100,000
Common shares, par value (in dollars per share)					$ 0.025
Common Class B [Member]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Common shares, par value (in dollars per share)			0.0001				$ 0.0001
Common Class B [Member] | Founder Shares
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Common shares, par value (in dollars per share)			0.0001
Subsequent Event
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Percentage of redemption on repurchase of business combination	100%
Subsequent Event | Common Class A Member
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Lease payments					$ 100,000	$ 300,000
Common shares, par value (in dollars per share)					$ 0.025	$ 0.075
Private placement warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Number of warrants issued				7,750,000
Public warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Share issued price per Unit			$ 10.30
Initial public offering
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Number of units issued		11,500,000
Share issued price per Unit		$ 10
Proceeds from issuance initial public offering		$ 115,000,000
Initial public offering | Common Class A Member
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Number of shares in a unit		1
Initial public offering | Public warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Number of warrants in a unit		0.5
Private placement | Private placement warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Number of warrants issued		7,750,000
Price of warrant		$ 1
Proceeds from sale of Private Placements Warrants		$ 7,750,000
Over-allotment option
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Number of units issued		1,500,000
Over-allotment option | Private placement warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Number of warrants issued		750,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		9 Months Ended
	May 02, 2022	Dec. 31, 2021	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents			$ 0	$ 0
Cash			395,559	640,833
Cash		$ 0	395,559	640,833	$ 702,698
Investments held in Trust Account			122,727,319	120,082,704
Offering costs	$ 7,208,947
Underwriting fees	2,300,000
Deferred underwriting fee payable	4,025,000
Other offering costs	$ 883,947
Unrecognized tax benefits			0	0
Unrecognized tax benefits, Income tax penalties and interest accrued			$ 0	$ 0
Shares subject to forfeiture		375,000
Over-allotment option | Founder Shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Shares not subject to forfeiture	375,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Re-measurement for Class A ordinary shares subject to possible redemption	$ 1,433,096	$ 12,282,254	$ 2,644,615	$ 12,282,254
Class A ordinary shares subject to redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds					$ 115,000,000
Proceeds allocated to Public Warrants					(1,667,500)
Class A ordinary shares issuance at cost					(7,049,417)
Re-measurement for Class A ordinary shares subject to possible redemption			2,644,615		13,799,621
Contingently redeemable ordinary share	$ 122,727,319		$ 122,727,319		$ 120,082,704

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income per ordinary share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A ordinary shares
Numerator:
Allocation of net income (loss)	$ 687,267	$ (59,653)	$ 1,463,463	$ (48,132)
Denominator:
Basic weighted average shares outstanding	11,500,000	7,582,418	11,500,000	3,812,155
Diluted weighted average shares outstanding	11,500,000	7,582,418	11,500,000	3,812,155
Basic net income (loss) per ordinary share	$ 0.06	$ (0.01)	$ 0.13	$ (0.01)
Diluted net income (loss) per ordinary share	$ 0.06	$ (0.01)	$ 0.13	$ (0.01)
Class B ordinary shares
Numerator:
Allocation of net income (loss)	$ 171,817	$ (21,614)	$ 365,866	$ (33,135)
Denominator:
Basic weighted average shares outstanding	2,875,000	2,747,253	2,875,000	2,624,309
Diluted weighted average shares outstanding	2,875,000	2,747,253	2,875,000	2,624,309
Basic net income (loss) per ordinary share	$ 0.06	$ (0.01)	$ 0.13	$ (0.01)
Diluted net income (loss) per ordinary share	$ 0.06	$ (0.01)	$ 0.13	$ (0.01)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	May 02, 2022	Jun. 30, 2023	Dec. 31, 2022
INITIAL PUBLIC OFFERING
Number of units issued	118,450,000
Purchase price, per unit	$ 10.30
Public warrants
INITIAL PUBLIC OFFERING
Purchase price, per unit		$ 10.30
Number of shares issuable per warrant		1	1
Exercise price of warrants		$ 11.50	$ 11.50
Initial public offering
INITIAL PUBLIC OFFERING
Number of units issued	11,500,000
Purchase price, per unit	$ 10
Period of expiry after completion of initial business combination or earlier upon redemption	5 years
Period of exercisable after completion of initial business combination	30 days
Initial public offering | Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Initial public offering | Public warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit	0.5
Exercise price of warrants	$ 11.50
Initial public offering | Public warrants | Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant	1
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units issued	1,500,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		6 Months Ended
	May 02, 2022	Jun. 30, 2023	Jun. 30, 2022
PRIVATE PLACEMENT
Aggregate purchase price		$ 0	$ 7,750,000
Private placement warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued			7,750,000
Private placement | Private placement warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	7,750,000
Price of warrants	$ 1
Aggregate purchase price	$ 7,750,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)							6 Months Ended
	May 02, 2022 shares	Mar. 30, 2022 USD ($) shares	Mar. 29, 2022 USD ($) $ / shares shares	Dec. 28, 2021 USD ($) shares	Jun. 20, 2021 USD ($) shares	Apr. 08, 2021 USD ($) $ / shares shares	Jun. 30, 2023 D $ / shares shares	Dec. 31, 2022 $ / shares shares
Class B ordinary shares
Related Party Transaction
Common shares, par value (in dollars per share) | $ / shares							$ 0.0001	$ 0.0001
Common shares, outstanding (in shares)							2,875,000	2,875,000
Sponsor | Class B ordinary shares
Related Party Transaction
Shares surrendered and forfeited to the Company			1,437,500	1,437,500	1,437,500
Consideration amount | $			$ 0	$ 0	$ 0
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares							$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D							20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D							30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences							150 days
Founder Shares
Related Party Transaction
Consideration amount | $		$ 0
Maximum shares subject to forfeiture		375,000
Founder Shares | Class B ordinary shares
Related Party Transaction
Common shares, par value (in dollars per share) | $ / shares							$ 0.0001
Common shares, outstanding (in shares)							2,875,000
Founder Shares | Kwan Sun
Related Party Transaction
Shares transferred		20,000
Founder Shares | Robert Ewing
Related Party Transaction
Shares transferred		20,000
Founder Shares | Ning Ma
Related Party Transaction
Shares transferred		20,000
Founder Shares | Kenneth W. Hitchner
Related Party Transaction
Shares transferred		50,000
Founder Shares | Dr. Zhiwei Liu
Related Party Transaction
Shares transferred		67,439
Founder Shares | Over-allotment option
Related Party Transaction
Shares not subject to forfeiture	375,000
Founder Shares | Sponsor
Related Party Transaction
Share price | $ / shares			$ 0.009
Shares held by sponsor			2,875,000	4,312,500	4,312,500
Shares transferred		177,439
Founder Shares | Sponsor | Class B ordinary shares
Related Party Transaction
Aggregate purchase price | $						$ 25,000
Share price | $ / shares						$ 0.003
Number of shares issued						7,187,500
Shares surrendered and forfeited to the Company	375,000		1,437,500	1,437,500	1,437,500
Consideration amount | $				$ 0	$ 0
Shares held by sponsor		2,697,561	2,875,000	4,312,500	4,312,500
Maximum shares subject to forfeiture			375,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended
	May 02, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Apr. 08, 2021
Related Party Transaction
Expenses incurred and paid		$ 574,012	$ 196,604	$ 815,286	$ 196,604
Operating Cost and Expense, Related Party, Type [Extensible Enumeration]		us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Repayment of related party promissory note				$ 0	$ 300,000
Promissory note with related party
Related Party Transaction
Maximum borrowing capacity of related party promissory note							$ 300,000
Repayment of related party promissory note	$ 300,000
Administrative support agreement
Related Party Transaction
Expenses per month	$ 15,000
Expenses incurred and paid		$ 45,000	$ 31,548	90,000	$ 31,548
Related party loans
Related Party Transaction
Loan conversion agreement warrant		$ 1,500,000		$ 1,500,000
Price of warrant		$ 1		$ 1
Working capital loans, outstanding		$ 0		$ 0		$ 0

COMMITMENTS (Details)

COMMITMENTS (Details)	May 02, 2022 USD ($) $ / shares
Loss Contingencies
Underwriting fees	$ 2,300,000
Deferred underwriting fee payable	$ 4,025,000
Initial public offering
Loss Contingencies
Percentage of cash underwriting agreement fee	2%
Deferred fee per unit | $ / shares	$ 0.35

SHAREHOLDERS' DEFICIT - Prefere

SHAREHOLDERS' DEFICIT - Preference Shares (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
SHAREHOLDERS' DEFICIT
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

SHAREHOLDERS' DEFICIT - Common

SHAREHOLDERS' DEFICIT - Common Stock Shares (Details)	May 02, 2022 shares	Mar. 30, 2022 USD ($) shares	Mar. 29, 2022 USD ($) $ / shares shares	Dec. 28, 2021 USD ($) shares	Jun. 20, 2021 USD ($) shares	Apr. 08, 2021 USD ($) $ / shares shares	Jun. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
SHAREHOLDERS' DEFICIT
Common shares, votes per share | Vote							1
Class A ordinary shares
SHAREHOLDERS' DEFICIT
Common shares, shares authorized (in shares)							500,000,000	500,000,000
Common shares, par value (in dollars per share) | $ / shares							$ 0.0001	$ 0.0001
Class A ordinary shares subject to redemption
SHAREHOLDERS' DEFICIT
Ordinary shares subject to possible redemption (in shares)							11,500,000	11,500,000
Class A ordinary shares not subject to redemption
SHAREHOLDERS' DEFICIT
Common shares, shares issued (in shares)							0	0
Common shares, shares outstanding (in shares)							0	0
Class B ordinary shares
SHAREHOLDERS' DEFICIT
Common shares, shares authorized (in shares)							50,000,000	50,000,000
Common shares, par value (in dollars per share) | $ / shares							$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)							2,875,000	2,875,000
Common shares, shares outstanding (in shares)							2,875,000	2,875,000
Sponsor | Class B ordinary shares
SHAREHOLDERS' DEFICIT
Shares surrendered and forfeited to the Company			1,437,500	1,437,500	1,437,500
Consideration amount | $			$ 0	$ 0	$ 0
Founder Shares
SHAREHOLDERS' DEFICIT
Consideration amount | $		$ 0
Maximum shares subject to forfeiture		375,000
Founder Shares | Class B ordinary shares
SHAREHOLDERS' DEFICIT
Common shares, par value (in dollars per share) | $ / shares							$ 0.0001
Common shares, shares outstanding (in shares)							2,875,000
Founder Shares | Sponsor
SHAREHOLDERS' DEFICIT
Share price | $ / shares			$ 0.009
Shares held by sponsor			2,875,000	4,312,500	4,312,500
Founder Shares | Sponsor | Class B ordinary shares
SHAREHOLDERS' DEFICIT
Number of shares issued						7,187,500
Aggregate purchase price | $						$ 25,000
Share price | $ / shares						$ 0.003
Shares surrendered and forfeited to the Company	375,000		1,437,500	1,437,500	1,437,500
Consideration amount | $				$ 0	$ 0
Shares held by sponsor		2,697,561	2,875,000	4,312,500	4,312,500
Maximum shares subject to forfeiture			375,000
Aggregated shares issued upon converted basis (in percent)							20%

SHAREHOLDERS' DEFICIT - Warrant

SHAREHOLDERS' DEFICIT - Warrants (Details)	6 Months Ended
	Jun. 30, 2023 D $ / shares shares	Dec. 31, 2022 $ / shares shares
SHAREHOLDERS' (DEFICIT) EQUITY
Number of warrants outstanding | shares	13,500,000	13,500,000
Maximum redemption share per warrant	$ 0.361
Class A ordinary shares
SHAREHOLDERS' (DEFICIT) EQUITY
Redemption of shares or rights threshold consecutive trading days | D	10
Public warrants
SHAREHOLDERS' (DEFICIT) EQUITY
Number of shares issuable per warrant | shares	1	1
Exercise price of warrants	$ 11.50	$ 11.50
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Redemption period	30 days
Public Warrants expiration term	5 years
Trading day prior to the date on which the notice of redemption of warrants | D	10
Public warrants | Class A ordinary shares
SHAREHOLDERS' (DEFICIT) EQUITY
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Redemption of shares or rights threshold consecutive trading days | D	10
Public warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
SHAREHOLDERS' (DEFICIT) EQUITY
Redemption of shares or rights threshold consecutive trading days | D	30
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption period	30 days
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Common Class A Member - USD ($)	May 02, 2024	Nov. 02, 2023	Jun. 30, 2023	Dec. 31, 2022
SUBSEQUENT EVENTS
Common shares, par value (in dollars per share)			$ 0.0001	$ 0.0001
Scenario forecast member
SUBSEQUENT EVENTS
Lease payments	$ 100,000
Common shares, par value (in dollars per share)	$ 0.025
Subsequent Event
SUBSEQUENT EVENTS
Lease payments	$ 100,000	$ 300,000
Common shares, par value (in dollars per share)	$ 0.025	$ 0.075