Finnovate Acquisition (FNVTW) 10-K 13 Apr 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 20, 2023	Jun. 30, 2022
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-41012
Entity Registrant Name	Finnovate Acquisition Corp
Entity Central Index Key	0001857855
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	The White House
Entity Address, Address Line Two	20 Genesis Close
Entity Address, Address Line Three	George Town
Entity Address, City or Town	Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1 1208
City Area Code	(347)
Local Phone Number	743-4664
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 172,956,000
Documents Incorporated by Reference	None
ICFR Auditor Attestation Flag	false
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	West Palm Beach, FL
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	FNVT
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	FNVTW
Security Exchange Name	NASDAQ
Units, each consisting of one Class A ordinary share and three-quarters of a redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and three-quarters of a redeemable warrant
Trading Symbol	FNVTU
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		17,400,000
Common Class B [Member]
Entity Common Stock, Shares Outstanding		4,312,500

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 244,179	$ 1,011,771
Prepaid expenses	314,502	367,528
Total Current Assets	558,681	1,379,299
Investments held in Trust Account	178,531,059	175,952,102
Prepaid expenses – non-current		302,083
Total Assets	179,089,740	177,633,484
Current liabilities
Accounts payable and accrued expenses	522,801	165,737
Accrued offering costs		46,894
Working capital loan - related party	449,765
Due to related party	41,464	6,000
Total Current Liabilities	1,014,030	218,631
Working capital loan - related party		449,765
Total Liabilities	1,014,030	668,396
Commitments and Contingencies
Class A Ordinary Shares subject to possible redemption, 17,250,000 shares at December 31, 2022 and December 31, 2021, at redemption value	178,531,059	175,950,000
Shareholders’ (Deficit) Equity
Preference Shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		1,654,188
Accumulated deficit	(455,795)	(639,546)
Total Shareholders’ (Deficit) Equity	(455,349)	1,015,088
Total Liabilities and Shareholders’ (Deficit) Equity	179,089,740	177,633,484
Common Class A [Member]
Shareholders’ (Deficit) Equity
Ordinary shares value	15	15
Common Class B [Member]
Shareholders’ (Deficit) Equity
Ordinary shares value	$ 431	$ 431

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, shares outstanding	17,250,000	17,250,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	150,000	150,000
Common stock, shares outstanding	150,000	150,000
Shares subject to possible redemption	17,250,000	17,250,000
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

Statements of Operations

Statements of Operations - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Formation, general and administrative expenses	$ 190,972	$ 1,472,416
Loss from Operations	(190,972)	(1,472,416)
Other income (expense)
Excess fair value of transfer of Founder Shares transferred to Directors	(450,676)
Interest earned on Investment held in Trust Account	2,102	2,578,957
Interest earned on Bank Account		4,081
Total other income (expense)	(448,574)	2,583,038
Net Income (Loss)	$ (639,546)	$ 1,110,622
Redeemable Ordinary Shares [Member]
Other income (expense)
Basic and diluted net income (loss) per ordinary share	$ (0.09)	$ 0.05
Non Redeemable Ordinary Shares [Member]
Other income (expense)
Basic and diluted net income (loss) per ordinary share	$ (0.09)	$ 0.05
Common Class A [Member]
Other income (expense)
Basic and diluted weighted average shares outstanding	3,304,110	17,400,000
Common Class B [Member]
Other income (expense)
Basic and diluted weighted average shares outstanding	3,782,106	4,312,500

Statement of Changes in Shareho

Statement of Changes in Shareholders' Equity (Deficit) - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance - March 15, 2021 (inception) at Mar. 14, 2021
Beginning balance, shares at Mar. 14, 2021
Remeasurement of Class A redeemable shares to redemption value			(7,171,236)		(7,171,236)
Net income/loss				(639,546)	(639,546)
Issuance of Class B ordinary shares to Sponsor		$ 431	24,569		25,000
Issuance of Class B ordinary shares to Sponsor, shares		4,312,500
Issuance of Representative Shares	$ 15		855		870
Issuance of representative shares, shares	150,000
Sale of Private Placement Warrants			8,800,000		8,800,000
Balance - December 31, 2021 at Dec. 31, 2021	$ 15	$ 431	1,654,188	(639,546)	1,015,088
Ending balance, shares at Dec. 31, 2021	150,000	4,312,500
Remeasurement of Class A redeemable shares to redemption value			(1,654,188)	(926,871)	(2,581,059)
Net income/loss				1,110,622	1,110,622
Balance - December 31, 2021 at Dec. 31, 2022	$ 15	$ 431		$ (455,795)	$ (455,349)
Ending balance, shares at Dec. 31, 2022	150,000	4,312,500

Statements of Cash Flows

Statements of Cash Flows - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net Income (Loss)	$ (639,546)	$ 1,110,622
Excess fair value of Founder Shares transferred to Directors	450,676
Interest earned on Investment held in Trust Account	(2,102)	(2,578,957)
Changes in operating assets and liabilities:
Prepaid and other	(669,611)	355,109
Accounts payable and accrued expenses	165,737	357,064
Accrued offering expenses	46,894	(46,894)
Due to Related Party	6,000	35,464
Net cash used in operating activities	(641,952)	(767,592)
Cash Flows from Investing Activities:
Investments Held in Trust Account	(175,950,000)
Net cash used by investing activities	(175,950,000)
Cash Flows from Financing Activities:
Proceeds from sale of Representative Shares	870
Proceeds from sale of Founder Shares	25,000
Proceeds from affiliate promissory note	618,406
Proceeds from sale of Units, net	169,050,000
Proceeds from sale of Private Placement Warrants	8,800,000
Payment of offering costs	(721,912)
Repayment of affiliate promissory note	(168,641)
Net cash provided by financing activities	177,603,723
Net change in cash	1,011,771	(767,592)
Cash at beginning of period		1,011,771
Cash at end of period	1,011,771	244,179
Supplemental Disclosure of Non-Cash Financing Activities:
Remeasurement of Class A redeemable shares to redemption value	$ 7,171,236	$ 2,581,059

ORGANIZATION AND BUSINESS BACKG

ORGANIZATION AND BUSINESS BACKGROUND	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS BACKGROUND	NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND Organization and General Finnovate Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 15, 2021 As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 15, 2021 (inception) through December 31, 2022 relates to the Company’s formation and its initial public offering (the “IPO”) described below, and, since the IPO, the search for a target for its Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. IPO On November 8, 2021, the Company completed the sale of 15,000,000 10.00 2,250,000 172,500,000 Simultaneously with the closing of the IPO, the Company completed the sale of 7,900,000 1.00 900,000 8,800,000 Following the closing of the IPO on November 8, 2021 and the subsequent exercise of the over-allotment option, $ 175,950,000 10.20 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% 50% The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the 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 Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is $ 10.20 4,312,500 The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Business Combination or to redeem 100% The Company will have until 18 months from the closing of the IPO to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 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 and not previously released to the Company to pay its tax obligations (less up to $ 100,000 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive it right to its underwriting commission (see Note 8) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.20 Liquidity and Capital Resources and Going Concern As of December 31, 2022, the Company had $ 244,179 455,349 250,000 In order to finance transaction costs in connection with a Business Combination, the Company’s 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 with funds as may be required (Working Capital Loans, described in more detail in Note 5). As of December 31, 2022, the Company had $ 449,765 If the Company is not able to consummate a Business Combination before May 8, 2023, the Company will commence an automatic winding up, dissolution and liquidation. Management has determined that the automatic liquidation, should a Business Combination not occur, and potential subsequent dissolution also raises substantial doubt about the Company’s ability to continue as a going concern. While management intends to complete a Business Combination on or before May 8, 2023, it is uncertain whether the Company will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 8, 2023. These conditions, involving liquidity concerns and mandatory liquidation, raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plan to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Our results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination. Management is currently evaluating the impact of such risks and has concluded that while it is reasonably possible that they could have a negative effect on the Company’s financial position, results of its operations, close of the IPO and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US 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 had cash of $ 244,179 1,011,771 Investment Held in Trust Account As of December 31, 2022 and December 31, 2021, the assets held in the Trust Account consisted of $ 178,531,059 175,952,102 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 Coverage of $ 250,000 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs were charged to Shareholder’s Equity upon the completion of the IPO and subsequent exercise of the over-allotment. Accordingly, following the IPO on November 8, 2021 and subsequent exercise of the over-allotment on November 12, 2021, offering costs totaling $ 4,171,912 3,450,000 721,912 Fair Value Measurements The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 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 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. 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 Accounting Standards Codification (“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) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s 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 shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. As of December 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: SCHEDULE OF POSSIBLE REDEMPTION December 31, 2022 December 31, 2021 As of beginning of the period $ 175,950,000 $ - Gross Proceeds - 172,500,000 Less: Class A ordinary shares issuance cost - (3,721,236 ) Plus: Remeasurement of carrying value to redemption value 2,581,059 7,171,236 Class A ordinary shares subject to possible redemption $ 178,531,059 $ 175,950,000 Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant 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 warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31. 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 is subject to income tax examinations by major taxing authorities since inception. The Company recorded a full valuation allowance for all periods presented. As such the provisions for income taxes was $ 0 0 Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per 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. The Company has two classes of shares, redeemable ordinary shares and non-redeemable ordinary shares. The Company’s redeemable ordinary shares are comprised of Class A shares sold in the IPO. The Company’s non-redeemable shares are comprised of Class A shares held by EarlyBirdCapital and Class B shares purchased by the Sponsor. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per share for redeemable ordinary shares and non-redeemable ordinary shares is calculated by dividing net income (loss), allocated proportionally to each class of ordinary shares, attributable to the Company by the weighted average number of shares of redeemable and non-redeemable ordinary shares outstanding. The calculation of diluted income (loss) per ordinary share does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income (loss) per redeemable share because the redemption value approximates fair value. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. Accordingly, basic and diluted income (loss) per ordinary share for the year ended December 31, 2022 and the period from March 15, 2021 (inception) through December 31, 2021 is calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE For the Year ended For the period from December 31, 2022 December 31, 2021 Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 890,032 $ 220,590 $ (298,203 ) $ (341,343 ) Denominator: Weighted-average shares outstanding 17,400,000 4,312,500 3,304,110 3,782,106 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.09 ) $ (0.09 ) Prior Period Net Income (Loss) Per Ordinary Share Revision The Company notes that in its 2021 Form 10-K, the calculation of its weighted-average shares outstanding was calculated incorrectly. This has been amended and revised correctly in this 2022 Form 10-K. The miscalculation of the weighted average shares outstanding had no impact on the Basic and Diluted net loss per share. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preference shares will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing what impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2022
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 – INITIAL PUBLIC OFFERING On November 8, 2021, the Company completed its IPO of 15,000,000 10.00 2,250,000 2,250,000 172,500,000 Each Unit consists of one share of Class A ordinary shares and three-quarters of one redeemable Public Warrant. Each whole Public Warrant entitles the holder thereof to purchase one share of Class A ordinary shares at a price of $ 11.50 Following the closing of the IPO on November 8, 2021, and subsequent exercise of the over-allotment an aggregate of $ 175,950,000 10.20

PRIVATE PLACEMENT WARRANTS

PRIVATE PLACEMENT WARRANTS	12 Months Ended
	Dec. 31, 2022
Private Placement Warrants
PRIVATE PLACEMENT WARRANTS	NOTE 4 – PRIVATE PLACEMENT WARRANTS The Sponsor and EarlyBirdCapital agreed to purchase an aggregate of 7,900,000 7,400,000 500,000 1.00 900,000 843,038 56,962 8,800,000 8,243,038 556,962 8,800,000 Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $ 11.50

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor paid $ 25,000 0.006 4,312,500 0.0001 562,500 20 562,500 The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 EarlyBirdCapital Founder Shares In March 2021, the Company issued to EarlyBirdCapital and its designees an aggregate of 150,000 0.0001 870 The EBC Founder Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the IPO pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the IPO except to any underwriter and selected dealer participating in the IPO and their officers or partners, associated persons or affiliates. Director Shares In October 2021, the Sponsor transferred 75,000 0.0001 450,676 Related Party Loans In March 2021, the Sponsor issued an unsecured Promissory Note to the Company, pursuant to which the Company was permitted to borrow an aggregate principal amount of $ 250,000 In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, provide the Company with Working Capital Loans. Any such loans would be on an interest-free basis. If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At the lender’s discretion, up to $ 1,500,000 1.00 449,765 Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange, the Company has committed to pay a total of $ 3,000 per month to the Sponsor for office space, utilities and administrative support services. This administrative service arrangement will terminate upon completion of the Business Combination or liquidation of the Company. As of December 31, 2022 the Company has accrued $ 42,000 under the agreement in Due to Related Party and expensed $ 36,000

INVESTMENT HELD IN TRUST ACCOUN

INVESTMENT HELD IN TRUST ACCOUNT	12 Months Ended
	Dec. 31, 2022
Investment Held In Trust Account
INVESTMENT HELD IN TRUST ACCOUNT	NOTE 6 — INVESTMENT HELD IN TRUST ACCOUNT As of December 31, 2022, investment in the Company’s Trust Account consisted of $ 178,531,059 in a money market fund. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021: SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Money market fund $ 178,531,059 $ 178,531,059 $ - $ - $ 178,531,059 $ 178,531,059 $ - $ - December 31, 2021 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Money market fund $ 175,952,102 $ 175,952,102 $ - $ - $ 175,952,102 $ 175,952,102 $ - $ -

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares and Private Placement Warrants (and any shares of Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 2,250,000 EarlyBirdCapital earned an underwriting discount of $ 0.20 3,450,000 Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist in holding meetings with shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the Business Combination in an amount equal to 3.5 6,037,500 Placement Agent Agreement 2.5 30,000 100,000 10,000 10,000 2.5

SHAREHOLDERS_ EQUITY (DEFICIT)

SHAREHOLDERS’ EQUITY (DEFICIT)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
SHAREHOLDERS’ EQUITY (DEFICIT)	NOTE 8 – SHAREHOLDERS’ EQUITY (DEFICIT) Preference Shares — 5,000,000 0.0001 no Class A Ordinary Shares — 500,000,000 0.0001 150,000 17,250,000 Class B Ordinary Shares — 50,000,000 0.0001 4,312,500 Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law. The shares of Class B ordinary shares (Founder Shares) will automatically convert into shares of Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 Warrants — The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A ordinary shares upon exercise of a warrant unless the share of Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants. ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US 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 had cash of $ 244,179 1,011,771
Investment Held in Trust Account	Investment Held in Trust Account As of December 31, 2022 and December 31, 2021, the assets held in the Trust Account consisted of $ 178,531,059 175,952,102
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 Coverage of $ 250,000
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs were charged to Shareholder’s Equity upon the completion of the IPO and subsequent exercise of the over-allotment. Accordingly, following the IPO on November 8, 2021 and subsequent exercise of the over-allotment on November 12, 2021, offering costs totaling $ 4,171,912 3,450,000 721,912
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 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 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.
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 Accounting Standards Codification (“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) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s 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 shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. As of December 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: SCHEDULE OF POSSIBLE REDEMPTION December 31, 2022 December 31, 2021 As of beginning of the period $ 175,950,000 $ - Gross Proceeds - 172,500,000 Less: Class A ordinary shares issuance cost - (3,721,236 ) Plus: Remeasurement of carrying value to redemption value 2,581,059 7,171,236 Class A ordinary shares subject to possible redemption $ 178,531,059 $ 175,950,000
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant 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 warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31. 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 is subject to income tax examinations by major taxing authorities since inception. The Company recorded a full valuation allowance for all periods presented. As such the provisions for income taxes was $ 0 0
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per 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. The Company has two classes of shares, redeemable ordinary shares and non-redeemable ordinary shares. The Company’s redeemable ordinary shares are comprised of Class A shares sold in the IPO. The Company’s non-redeemable shares are comprised of Class A shares held by EarlyBirdCapital and Class B shares purchased by the Sponsor. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per share for redeemable ordinary shares and non-redeemable ordinary shares is calculated by dividing net income (loss), allocated proportionally to each class of ordinary shares, attributable to the Company by the weighted average number of shares of redeemable and non-redeemable ordinary shares outstanding. The calculation of diluted income (loss) per ordinary share does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net income (loss) per redeemable share because the redemption value approximates fair value. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. Accordingly, basic and diluted income (loss) per ordinary share for the year ended December 31, 2022 and the period from March 15, 2021 (inception) through December 31, 2021 is calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE For the Year ended For the period from December 31, 2022 December 31, 2021 Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 890,032 $ 220,590 $ (298,203 ) $ (341,343 ) Denominator: Weighted-average shares outstanding 17,400,000 4,312,500 3,304,110 3,782,106 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.09 ) $ (0.09 ) Prior Period Net Income (Loss) Per Ordinary Share Revision The Company notes that in its 2021 Form 10-K, the calculation of its weighted-average shares outstanding was calculated incorrectly. This has been amended and revised correctly in this 2022 Form 10-K. The miscalculation of the weighted average shares outstanding had no impact on the Basic and Diluted net loss per share.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preference shares will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing what impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SCHEDULE OF POSSIBLE REDEMPTION	As of December 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table: SCHEDULE OF POSSIBLE REDEMPTION December 31, 2022 December 31, 2021 As of beginning of the period $ 175,950,000 $ - Gross Proceeds - 172,500,000 Less: Class A ordinary shares issuance cost - (3,721,236 ) Plus: Remeasurement of carrying value to redemption value 2,581,059 7,171,236 Class A ordinary shares subject to possible redemption $ 178,531,059 $ 175,950,000
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE	Accordingly, basic and diluted income (loss) per ordinary share for the year ended December 31, 2022 and the period from March 15, 2021 (inception) through December 31, 2021 is calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE For the Year ended For the period from December 31, 2022 December 31, 2021 Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 890,032 $ 220,590 $ (298,203 ) $ (341,343 ) Denominator: Weighted-average shares outstanding 17,400,000 4,312,500 3,304,110 3,782,106 Basic and diluted net income (loss) per share $ 0.05 $ 0.05 $ (0.09 ) $ (0.09 )

INVESTMENT HELD IN TRUST ACCO_2

INVESTMENT HELD IN TRUST ACCOUNT (Tables)	12 Months Ended
	Dec. 31, 2022
Investment Held In Trust Account
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS	SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Money market fund $ 178,531,059 $ 178,531,059 $ - $ - $ 178,531,059 $ 178,531,059 $ - $ - December 31, 2021 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Observable Inputs (Level 3) Money market fund $ 175,952,102 $ 175,952,102 $ - $ - $ 175,952,102 $ 175,952,102 $ - $ -

ORGANIZATION AND BUSINESS BAC_2

ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($)			1 Months Ended	12 Months Ended
	Nov. 12, 2021	Nov. 08, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Entity incorporation date				Mar. 15, 2021
Stock issued during period, shares new issues			25,000
Purchase price, per unit		$ 10.20	$ 0.006
Interest earned from trust account				80%
Percentage of voting interests acquired				50%
Share price per unit		$ 10.20		$ 10.20
Net intagible assets				$ 5,000,001
Redemption price percentage				15%
Redemption price percentage				100%
Interest to pay dissolution expenses				$ 100,000
Cash				244,179
Working capital				455,349
Debt instrument face amount			$ 250,000
Outstanding working capital loan				449,765
Promissory Note [Member]
Debt instrument face amount				$ 250,000
Common Class B [Member]
Common stock shares outstanding			4,312,500	4,312,500	4,312,500
IPO [Member]
Stock issued during period, shares new issues	2,250,000	15,000,000
Purchase price, per unit		$ 10
Proceeds from issuance or sale of equity	$ 172,500,000
Issuance of initial public offering		$ 175,950,000
Share price per unit				$ 10
IPO [Member] | Private Placement Warrants [Member]
Stock issued during period, shares new issues		7,900,000
Purchase price, per unit		$ 1
Private Placement Warrants [Member]
Stock issued during period, shares new issues	900,000
Over-Allotment Option [Member]
Purchase price, per unit		$ 10.20
Proceeds from issuance or sale of equity	$ 8,800,000

SCHEDULE OF POSSIBLE REDEMPTION

SCHEDULE OF POSSIBLE REDEMPTION (Details) - USD ($)	1 Months Ended	10 Months Ended	12 Months Ended
	Aug. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Beginning of the period			$ 175,950,000
Gross Proceeds				172,500,000
Class A ordinary share issuance costs	$ (10,000)			(3,721,236)
Remeasurement of carrying value to redemption value		$ 7,171,236	2,581,059
Remeasurement of carrying value to redemption value		(7,171,236)	(2,581,059)	7,171,236
Ending of the period		$ 175,950,000	$ 178,531,059	$ 175,950,000

SCHEDULE OF BASIC AND DILUTED L

SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Redeemable Ordinary Shares [Member]
Allocation of net income (loss)	$ (298,203)	$ 890,032
Weighted-average shares outstanding	3,304,110	17,400,000
Basic and diluted net income (loss) per share	$ (0.09)	$ 0.05
Non Redeemable Ordinary Shares [Member]
Allocation of net income (loss)	$ (341,343)	$ 220,590
Weighted-average shares outstanding	3,782,106	4,312,500
Basic and diluted net income (loss) per share	$ (0.09)	$ 0.05

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		12 Months Ended
	Nov. 12, 2021	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash		$ 244,179	$ 1,011,771
Assets held in trust account		178,531,059	$ 175,952,102
Concentration risk financial instrument, Federal depository insurance		250,000
Deferred offering costs	$ 4,171,912
Underwriting fee	3,450,000
Other offering costs	$ 721,912
Provision of income tax		0
Deferred tax asset		$ 0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Nov. 12, 2021	Nov. 08, 2021	Mar. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction	2,250,000
Purchase price, per unit		$ 10.20	$ 0.006
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit			$ 12
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction		15,000,000
Purchase price, per unit		$ 10
IPO [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 11.50
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction		2,250,000
Purchase price, per unit		$ 10.20
Proceeds from private placement	$ 175,950,000	$ 172,500,000

PRIVATE PLACEMENT WARRANTS (Det

PRIVATE PLACEMENT WARRANTS (Details Narrative) - USD ($)	Nov. 12, 2021	Nov. 08, 2021	Dec. 31, 2022
Common Class A [Member]
Warrants exercisable price per share			$ 11.50
Early Bird Capital [Member]
Number of securities called by warrants or rights	556,962
Private Placement [Member]
Number of securities called by warrants or rights	843,038
Proceeds from private placement	$ 8,800,000
Private Placement [Member] | Early Bird Capital [Member]
Number of warrants agreed to purchase		500,000
Private Placement Warrants [Member]
Number of securities called by warrants or rights	900,000
Over-Allotment Option [Member]
Number of securities called by warrants or rights	8,800,000
Proceeds from private placement	$ 175,950,000	$ 172,500,000
IPO [Member]
Number of securities called by warrants or rights	8,243,038
Private Placement Warrants [Member]
Number of warrants agreed to purchase		7,900,000
Warrant [Member]
Share price	$ 1
Number of securities called by warrants or rights	56,962
Warrants exercisable price per share			$ 0.01
Warrant [Member] | Sponsor [Member]
Number of warrants agreed to purchase		7,400,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		1 Months Ended		10 Months Ended	12 Months Ended
	Nov. 12, 2021	Oct. 31, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2022	Nov. 08, 2021
Issuance of ordinary shares to founder, shares			25,000
Purchase price, per unit			$ 0.006			$ 10.20
Shares forfeited			562,500
Percentage of issued and outstanding shares after IPO			20%
Number of options exercised	$ 562,500
Estimated the fair value of EBC founder shares				$ 870
Share price per unit					$ 10.20	$ 10.20
Issuance of shares of founder shares to sponsor				25,000
Borrow an aggregate principal amount			$ 250,000
Working capital loans					$ 1,500,000
Related party outstanding borrowings				449,765	449,765
Formation, general and administrative expenses				$ 190,972	1,472,416
Administrative Services Agreement [Member]
Payments for Advance to Affiliate					3,000
Related Party Transaction, Due from (to) Related Party					42,000
Formation, general and administrative expenses					$ 36,000
Director [Member]
Issuance of ordinary shares to founder, shares		75,000
Share price per unit		$ 0.0001
Issuance of shares of founder shares to sponsor		$ 450,676
Common Class B [Member]
Common stock, par value			$ 0.0001	$ 0.0001	$ 0.0001
Common Class A [Member]
Purchase price, per unit			$ 12
Common stock, par value				$ 0.0001	0.0001
Common Stock [Member] | Common Class B [Member]
Issuance of ordinary shares to founder, shares			4,312,500	4,312,500
Issuance of shares of class A ordinary shares to sponsor, shares
Estimated the fair value of EBC founder shares
Issuance of shares of founder shares to sponsor				$ 431
Common Stock [Member] | Common Class A [Member]
Issuance of shares of class A ordinary shares to sponsor, shares				150,000
Estimated the fair value of EBC founder shares				$ 15
Issuance of shares of founder shares to sponsor
EBC Founder Shares [Member] | Common Class A [Member]
Common stock, par value			$ 0.0001
Issuance of shares of class A ordinary shares to sponsor, shares			150,000
Estimated the fair value of EBC founder shares			$ 870
Warrant [Member]
Purchase price, per unit					$ 1

SCHEDULE OF ASSETS MEASURED AT

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Line Items]
Assets fair value	$ 178,531,059	$ 175,952,102
Fair Value, Inputs, Level 1 [Member]
Cash and Cash Equivalents [Line Items]
Assets fair value	178,531,059	175,952,102
Fair Value, Inputs, Level 2 [Member]
Cash and Cash Equivalents [Line Items]
Assets fair value
Fair Value, Inputs, Level 3 [Member]
Cash and Cash Equivalents [Line Items]
Assets fair value
Money Market Funds [Member]
Cash and Cash Equivalents [Line Items]
Assets fair value	178,531,059	175,952,102
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Cash and Cash Equivalents [Line Items]
Assets fair value	178,531,059	175,952,102
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Cash and Cash Equivalents [Line Items]
Assets fair value
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Cash and Cash Equivalents [Line Items]
Assets fair value

INVESTMENT HELD IN TRUST ACCO_3

INVESTMENT HELD IN TRUST ACCOUNT (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Net Investment Income [Line Items]
Assets Held-in-trust, Noncurrent	$ 178,531,059	$ 175,952,102
Money Market Funds [Member]
Net Investment Income [Line Items]
Assets Held-in-trust, Noncurrent	$ 178,531,059

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Purchase of underwriting agreement		2,250,000
Cash fee percentage		3.50%
Professional fees		$ 6,037,500
Percentage of private placement fee	2.50%	2.50%
Advance expenses	$ 10,000		$ 3,721,236
Non refundable expenses		$ 10,000
Maximum [Member]
Loss Contingencies [Line Items]
Reasonable expenses	30,000
Business combination, consideration transferred	$ 100,000
IPO [Member]
Loss Contingencies [Line Items]
Underwritting discount per unit		$ 0.20
Underwritting discount on shares		$ 3,450,000

SHAREHOLDERS_ EQUITY (DEFICIT)

SHAREHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Warrant [Member]
Class of Stock [Line Items]
Warrants exercise price per share	$ 0.01
Warrants description	the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders
Public Warrants [Member]
Class of Stock [Line Items]
Warrants description	In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price
Common Class A [Member]
Class of Stock [Line Items]
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	150,000	150,000
Ordinary shares, shares outstanding	150,000	150,000
Shares subject to possible redemption	17,250,000	17,250,000
Warrants exercise price per share	$ 11.50
Common Class B [Member]
Class of Stock [Line Items]
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	4,312,500	4,312,500
Ordinary shares, shares outstanding	4,312,500	4,312,500	4,312,500
Conversion of stock percentage	20%