Roth CH Acquisition (USCTF) 10-K 11 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	8 Months Ended
	Dec. 31, 2021	Mar. 11, 2022	Mar. 10, 2022
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40959
Entity Registrant Name	TKB CRITICAL TECHNOLOGIES 1
Entity Central Index Key	0001860514
Entity Tax Identification Number	98-1601095
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	400 Continental Blvd
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	El Segundo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90245
City Area Code	310
Local Phone Number	426-2055
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	$ 0
Auditor Name	Marcum LLP
Auditor Location	NY
Auditor Firm ID	688
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	USCTU
Security Exchange Name	NASDAQ
Class A ordinary share, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	USCT
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	USCTW
Security Exchange Name	NASDAQ
Class A Ordinary Shares [Member]
Entity Common Stock, Shares Outstanding		23,000,000
Class B Ordinary Shares [Member]
Entity Common Stock, Shares Outstanding			5,750,000

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
Current assets
Cash	$ 750,562
Prepaid expenses – current	416,760
Total Current Assets	1,167,322
Non-current assets
Marketable securities held in Trust Account	234,603,942
Prepaid expenses – non-current	322,740
Total Non-current Assets	234,926,682
Total Assets	236,094,004
Current liabilities
Accounts payable	15,220
Accrued expenses	27,378
Accrued offering costs	311,068
Total Current Liabilities	353,666
Non-Current liabilities
Warrant Liability	10,680,000
Deferred underwriter fee payable	8,800,000
Total Non-current Liabilities	19,480,000
Total Liabilities	19,833,666
Class A ordinary shares subject to possible redemption; $0.0001 par value; 200,000,000 shares authorized; 23,000,000 shares issued and outstanding at redemption value of $10.20 per share	234,600,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(18,340,237)
Total Shareholders’ Deficit	(18,339,662)
TOTAL LIABILITIES, CLASS A SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	236,094,004
Common Class A [Member]
Shareholders’ Deficit
Ordinary shares
Common Class B [Member]
Shareholders’ Deficit
Ordinary shares	$ 575

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Preferred stock, par value | $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Ordinary Shares [Member]
Temporary equity, par value | $ / shares	$ 0.0001
Temporary equity, shares authorized	200,000,000
Temporary equity, shares issued	23,000,000
Temporary equity, shares outstanding	23,000,000
Temporary Equity, Redemption Price Per Share | $ / shares	$ 10.20
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Shares subject to possible redemption	23,000,000
Class B Ordinary Shares [Member]
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	8 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Formation and operating costs	$ 1,817,262
Loss from operations	(1,817,262)
Other income (expense):
Change in fair value of warrant liability	10,457,500
Interest income on marketable securities held in Trust Account	3,752
Unrealized gain on marketable securities held in Trust Account	198
Other expense, net	10,461,450
Net income	$ 8,644,188
Class A Ordinary Shares [Member]
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic and Diluted Class B ordinary shares | shares	5,772,549
Basic and diluted net loss per shares class B ordinary shares | $ / shares	$ 0.79
Class B Ordinary Shares [Member]
Other income (expense):
Weighted Average Number of Shares Outstanding, Basic and Diluted Class B ordinary shares | shares	5,207,843
Basic and diluted net loss per shares class B ordinary shares | $ / shares	$ 0.79

STATEMENT OF CHANGES IN SHAREHO

STATEMENT OF CHANGES IN SHAREHOLDER'S DEFICIT - 8 months ended Dec. 31, 2021 - USD ($)	Class A Ordinary Shares Subject To Possible Redemption [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance – April 20, 2021 at Apr. 19, 2021
Balance at beginning, shares at Apr. 19, 2021
Issuance of Class B ordinary shares to Sponsor		$ 575	24,425		25,000
Issuance of Class B ordinary shares to sponsors, shares		5,750,000
Issuance of Class A ordinary shares	$ 199,300,207
Issuance of Class A ordinary shares, shares	23,000,000
Deemed capital contribution from sale of private placement warrants			537,500		537,500
Excess fair value of anchor investor shares			7,050,830	697,601	7,748,431
Accretion of Class A ordinary shares subject to redemption	35,299,793		(7,612,755)	(27,687,038)	(35,299,793)
Payments by Sponsor in excess of promissory note				5,012	5,012
Net income				8,644,188	8,644,188
Balance – December 31, 2021 at Dec. 31, 2021	$ 234,600,000	$ 575		$ (18,340,237)	$ (18,339,662)
Balance at ending, shares at Dec. 31, 2021	23,000,000	5,750,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	8 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 8,644,188
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(3,752)
Unrealized gain on marketable securities held in Trust Account	(198)
Allocation of deferred offering cost for warrant liability	1,365,245
Change in fair value of warrant liability	(10,457,500)
Changes in operating assets and liabilities:
Prepaid expenses	(739,500)
Accounts payable	15,220
Accrued expenses	27,378
Accrued offering costs	311,068
Net cash used in operating activities	(837,851)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(234,600,000)
Net cash used in investing activities	(234,600,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to the Sponsor	25,000
Proceeds from sale of Units	230,000,000
Payment of underwriting fee	(3,850,000)
Proceeds from sale of Private Warrants	10,750,000
Proceeds from promissory note – related party	300,000
Repayment of promissory note – related party	(300,000)
Deferred offering costs from initial public offering	(741,607)
Payments by Sponsor in excess of promissory note – related party	5,012
Other	8
Net cash provided by financing activities	236,188,413
Net Change in Cash	750,562
Cash – Beginning
Cash – Ending	750,562
Non-Cash Investing and Financing Activities:
Initial classification of Class A ordinary shares subject to possible redemption	199,300,207
Accretion of Class A ordinary shares subject to possible redemption	35,299,793
Initial measurement of public warrants and private placement warrants	21,137,500
Deferred underwriting fee payable	$ 8,800,000

ORGANIZATION AND BUSINESS BACKG

ORGANIZATION AND BUSINESS BACKGROUND	8 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS BACKGROUND	NOTE 1. ORGANIZATION AND BUSINESS BACKGROUND TKB Critical Technologies 1 (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 20, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic location for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through December 31, 2021 relates to the Company’s formation and its initial public offering (the “IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on October 26, 2021 (the “Effective Date”). On October 29, 2021, the Company consummated the IPO of 23,000,000 3,000,000 10.00 230,000,000 10,750,000 1.00 10,750,000 Transaction costs of the IPO amounted to $ 21,140,059 3,850,000 8,800,000 7,748,431 741,628 19,774,814 1,365,245 Following the closing of the IPO on October 29, 2021, $ 234,600,000 10.20 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% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholder will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.20 per Public Share initially, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations and which interest shall be net of taxes payable), calculated as of two business days prior to the completion of the Business Combination. The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 8). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. 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% or more of the Public Shares, without the prior consent of the Company. The Amended and Restated Certificate of Incorporation of the Company provides that only Public Shares and not any Founder Shares are entitled to redemption rights. In addition, 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 initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. 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 $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive it right to its deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($ 10.00 The Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered (other than its independent registered public accounting firm) or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply as to any claims under the Company’s indemnity of the underwriter of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavouring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had $ 750,562 813,657 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	8 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement 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 statement 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. 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 $ 750,562 Marketable Securities Held in Trust Account Following the closing of the IPO on October 29, 2021, an amount of $ 234,600,000 Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholder’s equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on October 29, 2021, offering costs totaling $ 21,140,059 3,850,000 8,800,000 7,748,431 741,628 1,365,245 19,774,814 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liabilities The Company accounts for the Public Warrants and Private Placement Warrants exercisable for the Company’s ordinary shares that are not indexed to its own shares as liabilities at fair value on the balance sheet. The Public Warrants and Private Placement Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Public Warrants and Private Placement Warrants. At that time, the portion of the warrant liability related to the Public Warrants and Private Placement Warrants will be reclassified to additional paid-in capital. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the 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 ASC 480. Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is 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 features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On October 29, 2021, the Company recorded an accretion of $ 35,299,793 7,612,755 27,687,038 As of December 31, 2021, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: Temporary equity balance sheet Gross proceeds from initial public offering $ 230,000,000 Less: Proceeds allocated to public warrants (10,925,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (19,774,793 ) Plus: Re-measurement on Class A ordinary shares subject to possible redemption amount 35,299,793 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 234,600,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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. FASB 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 no The Company is considered an exempted Cayman Islands company 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 Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at December 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account income. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 10,750,000 The Company’s statement of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of stock in calculating net income per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net income by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the Founder Shares. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the income of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Schedule of Earnings Per Share, Basic and Diluted For the Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 4,544,373 Net income attributable to Class A ordinary shares subject to possible redemption $ 4,544,373 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 5,772,549 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.79 Non-Redeemable Class B ordinary shares Numerator: Net income Net income $ 4,099,815 Non-redeemable net income $ 4,099,815 Denominator: Weighted average non-redeemable Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 5,207,843 Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.79 Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. 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 Recent Accounting Standards In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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 financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	8 Months Ended
	Dec. 31, 2021
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING In connection with the Company’s IPO, on October 29, 2021, the Company sold 23,000,000 10.00 11.50 An aggregate of $ 10.20 234,600,000 1,674,181 Transaction costs as of the IPO date amounted to $ 21,140,059 3,850,000 8,800,000 7,748,431 741,628

PRIVATE PLACEMENT

PRIVATE PLACEMENT	8 Months Ended
	Dec. 31, 2021
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 10,750,000 1.00 11.50

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	8 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In April 2021, the Sponsor purchased 5,750,000 25,000 750,000 The Sponsor has 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 or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. On October 8, 2021, the Sponsor entered into agreements with certain funds managed by Apollo Capital Management, L.P. (collectively, “Apollo”), certain funds managements by Atalaya Capital Management, LP (“Atalaya”) and Meteora Capital Partners, L.P. and funds affiliated with Meteora Capital Partners, L.P. (collectively “Meteora) (individually and collectively, the “anchor investors”). Each of the anchor investors purchased 9.9% of the Units in the IPO (excluding Units issued in connection with the exercise of the over-allotment option). Each of Apollo and Atalaya agreed to purchase interests in the Sponsor representing approximately 7% of the Founder Shares and Private Placement Warrants at approximately the cost of such securities to the Sponsor, with the Sponsor’s obligation to sell some or all of such interests conditioned upon such anchor investor’s purchase of the Units. Meteora entered into a separate agreement with the Sponsor pursuant to which it agreed to purchase interests in the Sponsor representing approximately 6.4% of the Founder Shares for approximately 3.7% of the cost of the Founder Shares and Private Placement Warrants to the Sponsor. The anchor investors acquired from the Sponsor an indirect economic interest in an aggregate of 1,173,000 7,753,530 6.61 The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to shareholder’s deficit upon the completion of the IPO. Forward Purchase Agreements The Company entered into separate forward purchase agreements (the “Forward Purchase Agreements”) with Apollo and Atalaya (“the “Forward Purchasers”) on August 13, 2021, and August 4, 2021, respectively. The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to 9,600,000 Class A ordinary shares and 4,800,000 warrants to purchase Class A ordinary shares for an aggregate price of $96.0 million ($10.00 for one Class A ordinary share and one half of one warrant), in private placements that will close concurrently with the closing of the initial Business Combination. Promissory Note — Related Party In April 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 300,000 279,597 20,403 Administrative Services Agreement The Company has entered into an agreement with Tartavull Klein Blatteis Capital, LLC (“TKB Capital”), an affiliate of the Sponsor, pursuant to which the Company will pay TKB Capital a total of $ 10,000 20,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant.

SHAREHOLDERS_ EQUITY

SHAREHOLDERS’ EQUITY	8 Months Ended
	Dec. 31, 2021
Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 6. SHAREHOLDERS’ EQUITY Preference Shares — 1,000,000 0.0001 no Class A Ordinary Shares — 200,000,000 0.0001 23,000,000 Class B Ordinary Shares — 20,000,000 0.0001 5,750,000 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any forward purchase securities, 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 upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

WARRANTS

WARRANTS	8 Months Ended
	Dec. 31, 2021
Guarantees and Product Warranties [Abstract]
WARRANTS	NOTE 7. WARRANTS The Company accounts for the 22,250,000 11,500,000 10,750,000 Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the Public 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 Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the Class A ordinary shares issuable upon such Public 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 Public 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 post-effective amendment to the registration statement filed in connection with its initial public offering or a new registration statement covering registration under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public 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 Class A ordinary shares until the Public 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 Public 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 Class A ordinary share issuable upon exercise of the Public Warrants is not effective by the 60th day after the closing of a Business Combination, Public 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 Public 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 when the price per Class A ordinary share equals or exceeds $ 18.00 Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) 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. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary share; ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A ordinary share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities (excluding the forward purchase securities) for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of Class A Ordinary Shares as described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	8 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans and forward purchase securities that may be issued pursuant to the Forward Purchase Agreements (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, forward purchase warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 3,000,000 30,000,000 3,850,000 8,800,000 Broker Dealer Agreement The Company entered a broker dealer agreement on November 23, 2021, for the purposes of identifying a target company (“Target”) in connection with the initial business combination. The broker dealer (“Finder”) will identify potential Targets that have not already been identified by the Company. In the event that the Company already knows the Target, the Company will inform the Finder and the agreement will be terminated. However, the Company may enter into another agreement with the Finder for a known Target if the Company believes the Finder can add substantial value with respect to the pursuit of the known Target. The Finder will act exclusively for the Company with respect to all activities related to pursuit of a Target once identified. If the Company consummates an initial business combination of the Target, the Company will pay the Finder a base success fee of $ 350,000 1,000,000 Consulting Agreements The Company entered into eight consulting agreements through December 31, 2021. During the term of each agreement, the consultant (“Consultant”) will advise the Company concerning matters related to qualifying business combinations, including services such as valuation, diligence and general advice with respect to the business, operations and financial conditions of any such counterparty to a qualifying business combination. Upon closing of an initial business combination, the Company will pay the Consultant a base fee of $ 350,000 1,000,000

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	8 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS At December 31, 2021, the Company’s warrant liability was valued at $ 10,680,000 The following table presents fair value information as of December 31, 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The Company’s transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement and Private Warrants from a Level 3 measurement to a Level 2 measurement during the period from April 20, 2021 (inception) through December 31, 2021: Schedule of fair value measurements Public Private Placement Warrant Derivative warrant liabilities at April 20, 2021 (inception) $ - $ - $ - Initial fair value at issuance of public and private placement warrants 10,925,000 10,212,500 21,137,500 Change in fair value (5,405,000 ) (5,052,500 ) (10,457,500 ) Transfer of public warrants to Level 1 measurement (5,520,000 ) - (5,520,000 ) Transfer of private warrants to Level 2 measurement (5,160,000 ) (5,160,000 ) Level 3 derivative warrant liabilities as of December 31, 2021 $ - $ - $ - The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2021: Fair Value, Liabilities Measured on Recurring Basis (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account (1) $ 234,603,942 $ - $ - Liabilities Public Warrants (2) $ 5,520,000 $ - $ - Private Placement Warrants (2) $ - $ 5,160,000 $ - (1) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. (2) Measured at fair value on a recurring basis. Measurement The Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker USCTW. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. The Company established the initial fair value for the warrants on October 29, 2021, the date of the consummation of the Company’s IPO. The Company used a Black-Scholes model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B Ordinary Shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Ordinary Shares subject to possible redemption (temporary equity), Class A Ordinary Shares (permanent equity) and Class B Ordinary Shares (permanent equity) based on their relative fair values at the initial measurement date. Based on the applied volatility assumption and the expected term to a business combination noted below, the Company determined that the risk-neutral probability of exceeding the $ 18.00 The following table presents the changes in the fair value of derivative warrant liabilities from April 20, 2021 (inception) through December 31, 2021: Schedule of Derivative Liabilities at Fair Value Public Private Placement Total Derivative Derivative warrant liabilities as of April 20, 2021 (inception) $ - $ - $ - Initial fair value at issuance of public and private placement warrants 10,925,000 10,212,500 21,137,500 Change in fair value (5,405,000 ) (5,052,500 ) (10,457,500 ) Derivative warrant liabilities as of December 31, 2021 $ 5,520,000 $ 5,160,000 $ 10,680,000 The key inputs into the Black-Scholes model formula were as follows at October 29, 2021 and December 31, 2021: Schedule of Assumptions Used Private Placement Warrants October 29, December 31, Input 2021 2021 Ordinary share price $ 10.00 $ 9.92 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.14 % 1.33 % Volatility 16.1 % 8.0 % Term 6.00 5.83 Warrant to buy one share (unadjusted for the probability of dissolution) $ 1.19 $ 0.48 Warrant to buy one share (adjusted for the probability of dissolution) $ 0.95 $ 0.48 Dividend yield 0.00 % 0.00 % The risk-free interest rate assumption was based on the linearly interpolated Treasury Constant Maturity Rate Curve between five and seven year rates, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) six years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	8 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than described below. Subsequent to December 31, 2021 the Company entered into five additional consulting agreements for professional services and one additional broker dealer agreement for identifying a target for the initial business combination. The consulting agreements and broker dealer agreement have the same terms as those entered into prior to December 31, 2021. See Note 8.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	8 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statement 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 statement 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. 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 $ 750,562
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the IPO on October 29, 2021, an amount of $ 234,600,000
Offering Costs Associated with IPO	Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholder’s equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on October 29, 2021, offering costs totaling $ 21,140,059 3,850,000 8,800,000 7,748,431 741,628 1,365,245 19,774,814
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 ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants and Private Placement Warrants exercisable for the Company’s ordinary shares that are not indexed to its own shares as liabilities at fair value on the balance sheet. The Public Warrants and Private Placement Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Public Warrants and Private Placement Warrants. At that time, the portion of the warrant liability related to the Public Warrants and Private Placement Warrants will be reclassified to additional paid-in capital.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the 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 ASC 480. Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is 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 features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On October 29, 2021, the Company recorded an accretion of $ 35,299,793 7,612,755 27,687,038 As of December 31, 2021, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: Temporary equity balance sheet Gross proceeds from initial public offering $ 230,000,000 Less: Proceeds allocated to public warrants (10,925,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (19,774,793 ) Plus: Re-measurement on Class A ordinary shares subject to possible redemption amount 35,299,793 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 234,600,000
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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. FASB 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 no The Company is considered an exempted Cayman Islands company 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 Per Ordinary Share	Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at December 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account income. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 10,750,000 The Company’s statement of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of stock in calculating net income per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net income by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the Founder Shares. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the income of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Schedule of Earnings Per Share, Basic and Diluted For the Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 4,544,373 Net income attributable to Class A ordinary shares subject to possible redemption $ 4,544,373 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 5,772,549 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.79 Non-Redeemable Class B ordinary shares Numerator: Net income Net income $ 4,099,815 Non-redeemable net income $ 4,099,815 Denominator: Weighted average non-redeemable Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 5,207,843 Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.79
Related Parties	Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
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
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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 financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	8 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Temporary equity balance sheet	Temporary equity balance sheet Gross proceeds from initial public offering $ 230,000,000 Less: Proceeds allocated to public warrants (10,925,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (19,774,793 ) Plus: Re-measurement on Class A ordinary shares subject to possible redemption amount 35,299,793 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 234,600,000
Schedule of Earnings Per Share, Basic and Diluted	Schedule of Earnings Per Share, Basic and Diluted For the Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 4,544,373 Net income attributable to Class A ordinary shares subject to possible redemption $ 4,544,373 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 5,772,549 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.79 Non-Redeemable Class B ordinary shares Numerator: Net income Net income $ 4,099,815 Non-redeemable net income $ 4,099,815 Denominator: Weighted average non-redeemable Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 5,207,843 Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.79

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	8 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value measurements	Schedule of fair value measurements Public Private Placement Warrant Derivative warrant liabilities at April 20, 2021 (inception) $ - $ - $ - Initial fair value at issuance of public and private placement warrants 10,925,000 10,212,500 21,137,500 Change in fair value (5,405,000 ) (5,052,500 ) (10,457,500 ) Transfer of public warrants to Level 1 measurement (5,520,000 ) - (5,520,000 ) Transfer of private warrants to Level 2 measurement (5,160,000 ) (5,160,000 ) Level 3 derivative warrant liabilities as of December 31, 2021 $ - $ - $ -
Fair Value, Liabilities Measured on Recurring Basis	Fair Value, Liabilities Measured on Recurring Basis (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account (1) $ 234,603,942 $ - $ - Liabilities Public Warrants (2) $ 5,520,000 $ - $ - Private Placement Warrants (2) $ - $ 5,160,000 $ -
Schedule of Derivative Liabilities at Fair Value	Schedule of Derivative Liabilities at Fair Value Public Private Placement Total Derivative Derivative warrant liabilities as of April 20, 2021 (inception) $ - $ - $ - Initial fair value at issuance of public and private placement warrants 10,925,000 10,212,500 21,137,500 Change in fair value (5,405,000 ) (5,052,500 ) (10,457,500 ) Derivative warrant liabilities as of December 31, 2021 $ 5,520,000 $ 5,160,000 $ 10,680,000
Schedule of Assumptions Used	Schedule of Assumptions Used Private Placement Warrants October 29, December 31, Input 2021 2021 Ordinary share price $ 10.00 $ 9.92 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.14 % 1.33 % Volatility 16.1 % 8.0 % Term 6.00 5.83 Warrant to buy one share (unadjusted for the probability of dissolution) $ 1.19 $ 0.48 Warrant to buy one share (adjusted for the probability of dissolution) $ 0.95 $ 0.48 Dividend yield 0.00 % 0.00 %

ORGANIZATION AND BUSINESS BAC_2

ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($)	1 Months Ended	8 Months Ended
	Oct. 29, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Transaction costs	$ 21,140,059
Underwriting fees	3,850,000
Deferred underwriting fees	8,800,000
Excess fair value of founder shares	7,748,431
Actual offering cost	741,628
Additional paid-in capital	19,774,814
Warrant liability	$ 1,365,245	$ (1,365,245)
Offering price		$ 10
Business combination net tangible assets		$ 5,000,001
Cash		750,562
Working capital deficit		$ 813,657
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	23,000,000
Sale of units per share	$ 10
Sale of units in initial public offering aggragate amount	$ 230,000,000
Net proceeds from sale of units	$ 234,600,000
Offering price	$ 10.20
Cash	$ 1,674,181
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	3,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	10,750,000	10,750,000
Sale of units in initial public offering aggragate amount	$ 10,750,000
Warrant Price per share	$ 1

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Class A Ordinary Shares [Member]	8 Months Ended
	Dec. 31, 2021USD ($)
Gross proceeds from initial public offering	$ 230,000,000
Proceeds allocated to public warrants	(10,925,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption	(19,774,793)
Re-measurement on Class A ordinary shares subject to possible redemption amount	35,299,793
Class A ordinary shares subject to possible redemption	$ 234,600,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details-1)	8 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Net income	$ 8,644,188
Redeemable Class A Ordinary Shares [Member]
Net income	4,544,373
Net income attributable to Class A ordinary shares subject to possible redemption	$ 4,544,373
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares | shares	5,772,549
Basic and diluted net income per share, non-redeemable Class B ordinary shares | $ / shares	$ 0.79
Non Redeemable Class B Ordinary Shares [Member]
Net income	$ 4,099,815
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares | shares	5,207,843
Basic and diluted net income per share, non-redeemable Class B ordinary shares | $ / shares	$ 0.79
Non-redeemable net income	$ 4,099,815

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	1 Months Ended	8 Months Ended
	Oct. 29, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Cash		$ 750,562
Transaction costs	$ 21,140,059
Underwriting fees	3,850,000
Deferred underwriting fees	8,800,000
Excess fair value of founder shares	7,748,431
Actual offering cost	741,628
Accumulated deficit	1,365,245	(18,340,237)
Additional paid-in capital	19,774,814
Accretion of shares redemption	35,299,793
Unrecognized tax benefits		0
Accrued for interest and penalties		0
Federal Depository Insurance Coverage		$ 250,000
Additional Paid-in Capital [Member]
Subsidiary, Sale of Stock [Line Items]
Additional capital	7,612,755
Retained Earnings [Member]
Subsidiary, Sale of Stock [Line Items]
Accumulated deficit	27,687,038
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Cash	1,674,181
Proceeds of the sale of the Units	$ 234,600,000
Sale of units in initial public offering	23,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	10,750,000	10,750,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	1 Months Ended	8 Months Ended
	Oct. 29, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of units per share		$ 10
Cash		$ 750,562
Transaction costs	$ 21,140,059
Underwriting fees	3,850,000
Deferred underwriting fees	8,800,000
Excess fair value of founder shares	7,748,431
Actual offering cost	$ 741,628
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	23,000,000
Sale of units per share	$ 10
Sale of units per share	$ 10.20
Sale of units in initial public offering aggragate amount	$ 234,600,000
Cash	$ 1,674,181
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	10,750,000	10,750,000
Warrants exercise price share	$ 1
Private Placement [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price share	$ 11.50	$ 11.50

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - $ / shares	8 Months Ended
	Dec. 31, 2021	Oct. 29, 2021
Private Placement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant Price		$ 1
Private Placement [Member] | Common Class A [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant Price	$ 11.50	$ 11.50
Private Placement Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant Price	$ 0.01
Private Placement Warrants [Member] | IPO [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued	10,750,000
Warrant Price	$ 1

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended		8 Months Ended
	Oct. 29, 2021	Apr. 29, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Proceeds from promissory notes	$ 300,000		$ (300,000)
Promissory note outstanding balance	279,597
Note receivable	$ 20,403
Other fees			$ 20,000
Related Party Loans Description			The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant.
T K B [Member]
Related Party Transaction [Line Items]
Capital			$ 10,000
Forward Purchase Agreements [Member]
Related Party Transaction [Line Items]
Shares Description			The Forward Purchase Agreements provide, at the Company’s option, for the aggregate purchase of up to 9,600,000 Class A ordinary shares and 4,800,000 warrants to purchase Class A ordinary shares for an aggregate price of $96.0 million ($10.00 for one Class A ordinary share and one half of one warrant), in private placements that will close concurrently with the closing of the initial Business Combination.
Anchor Investors [Member]
Related Party Transaction [Line Items]
Number of shares acquired			1,173,000
Value of common stock acquired			$ 7,753,530
Share Price			$ 6.61
Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued, shares		5,750,000
Number of shares issued, value		$ 25,000
Number of shares subject to forfeiture			750,000
Principal amount		$ 300,000

SHAREHOLDERS_ EQUITY (Details N

SHAREHOLDERS’ EQUITY (Details Narrative)	Dec. 31, 2021$ / sharesshares
Class of Stock [Line Items]
Preferred stock, Shares authorized	1,000,000
Preferred stock, Par value | $ / shares	$ 0.0001
Preferred stock, Shares issued	0
Preferred stock, Shares outstanding	0
Common Class A [Member]
Class of Stock [Line Items]
Common stock, Shares authorized	200,000,000
Common stock, Par value | $ / shares	$ 0.0001
Common stock, Shares issued	23,000,000
Common stock, Shares outstanding	23,000,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock, Shares authorized	20,000,000
Common stock, Par value | $ / shares	$ 0.0001
Common stock, Shares issued	5,750,000
Common stock, Shares outstanding	5,750,000

WARRANTS (Details Narrative)

WARRANTS (Details Narrative)	8 Months Ended
	Dec. 31, 2021$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share redemption price per share | $ / shares	$ 18
Warrant [Member] | IPO [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued | shares	22,250,000
Public Warrants [Member] | IPO [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued | shares	11,500,000
Private Placement Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant Price | $ / shares	$ 0.01
Private Placement Warrants [Member] | IPO [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued | shares	10,750,000
Warrant Price | $ / shares	$ 1

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended		8 Months Ended
	Nov. 23, 2021	Oct. 29, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Cash underwriting discount		$ 3,850,000
Deferred underwriting commissions		$ 8,800,000
Business combination fees	$ 350,000
Other fees	$ 1,000,000
Consulting fee			$ 350,000
Acquisition cost			$ 1,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Over-Allotment Units		3,000,000
Proceeds from initial public offering for deferred fee		$ 30,000,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - Warrant [Member]	8 Months Ended
	Dec. 31, 2021USD ($)
Public Warrants [Member]
Derivative warrant liabilities, at beginning
Initial fair value at issuance of public and private placement warrants	10,925,000
Change in fair value	(5,405,000)
Transfer of public warrants to Level 1 measurement	(5,520,000)
Derivative warrant liabilities, at ending
Private Placement Warrants [Member]
Derivative warrant liabilities, at beginning
Initial fair value at issuance of public and private placement warrants	10,212,500
Change in fair value	(5,052,500)
Transfer of public warrants to Level 1 measurement
Transfer of private warrants to Level 2 measurement	(5,160,000)
Derivative warrant liabilities, at ending
Warrant Liability [Member]
Derivative warrant liabilities, at beginning
Initial fair value at issuance of public and private placement warrants	21,137,500
Change in fair value	(10,457,500)
Transfer of public warrants to Level 1 measurement	(5,520,000)
Transfer of private warrants to Level 2 measurement	(5,160,000)
Derivative warrant liabilities, at ending

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details-1)	Dec. 31, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in trust account	$ 234,603,942
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in trust account	234,603,942	[1]
Public Warrants	5,520,000	[2]
Private Placement Warrants		[2]
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in trust account		[1]
Public Warrants		[2]
Private Placement Warrants	5,160,000	[2]
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and marketable securities held in trust account		[1]
Public Warrants		[2]
Private Placement Warrants		[2]
[1]	The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature.
[2]	Measured at fair value on a recurring basis.

FAIR VALUE MEASUREMENTS (Deta_3

FAIR VALUE MEASUREMENTS (Details-2) - Derivative Warrant Liability [Member]	8 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Derivative warrant liabilities, at beginning
Initial fair value at issuance of public and private placement warrants	21,137,500
Change in fair value	(10,457,500)
Derivative warrant liabilities, at ending	10,680,000
Public Warrants [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Derivative warrant liabilities, at beginning
Initial fair value at issuance of public and private placement warrants	10,925,000
Change in fair value	(5,405,000)
Derivative warrant liabilities, at ending	5,520,000
Private Placement Warrants [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Derivative warrant liabilities, at beginning
Initial fair value at issuance of public and private placement warrants	10,212,500
Change in fair value	(5,052,500)
Derivative warrant liabilities, at ending	$ 5,160,000

FAIR VALUE MEASUREMENTS (Deta_4

FAIR VALUE MEASUREMENTS (Details-3) - Private Placement Warrants [Member] - $ / shares	1 Months Ended	8 Months Ended
	Oct. 29, 2021	Dec. 31, 2021
Share price	$ 10	$ 9.92
Exercise price	$ 11.50	$ 11.50
Risk-free rate of interest	1.14%	1.33%
Volatility	16.10%	8.00%
Term	6 years	5 years 9 months 29 days
Warrant to buy one share, unadjusted	$ 1.19	$ 0.48
Warrant to buy one share, adjusted	$ 0.95	$ 0.48
Dividend yield	0.00%	0.00%

FAIR VALUE MEASUREMENTS (Deta_5

FAIR VALUE MEASUREMENTS (Details Narrative)	Dec. 31, 2021USD ($)$ / shares
Fair Value Disclosures [Abstract]
Warrant liability | $	$ 10,680,000
Redemption value | $ / shares	$ 18