Rigel Resource Acquisition (RRACF) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 10, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-41022
Entity Registrant Name	Rigel Resource Acquisition Corp.
Entity Central Index Key	0001860879
Entity Tax Identification Number	98-1594226
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	7 Bryant Park
Entity Address, Address Line Two	1045 Avenue of the Americas
Entity Address, Address Line Three	Floor 25
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	(646)
Local Phone Number	453-2672
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
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	RRAC.U
Security Exchange Name	NYSE
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	RRAC
Security Exchange Name	NYSE
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	RRACWS
Security Exchange Name	NYSE
Common Class A [Member]
Entity Common Stock, Shares Outstanding		30,000,000
Common Class B [Member]
Entity Common Stock, Shares Outstanding		7,500,000

CONDENSED BALANCE SHEETS (unaud

CONDENSED BALANCE SHEETS (unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 156,104	$ 1,675,601
Prepaid expenses	608,131	26,022
Other current assets		572,539
Total Current Assets	764,235	2,274,162
Other assets	55,464	489,807
Investments held in the Trust Account	307,846,892	306,003,656
Total Assets	308,666,591	308,767,625
Current Liabilities:
Accounts payable and accrued expenses	331,647	1,172,307
Accrued offering costs	393,324	804,655
Convertible promissory note - related party	234,841
Total Current Liabilities	959,812	1,976,962
Derivative liabilities	8,508,622	18,070,221
Deferred underwriting commission	10,500,000	10,500,000
Total Liabilities	19,968,434	30,547,183
Class A ordinary shares subject to possible redemption; 30,000,000 shares (at redemption value of $10.20 per share)	307,846,892	306,003,656
Shareholders’ deficit:
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(19,149,485)	(27,783,964)
Total Shareholders’ Deficit	(19,148,735)	(27,783,214)
Total Liabilities, Ordinary Shares subject to Possible Redemption and Shareholders’ Deficit	308,666,591	308,767,625
Common Class A [Member]
Shareholders’ deficit:
Ordinary shares, value, issued
Common Class B [Member]
Shareholders’ deficit:
Ordinary shares, value, issued	$ 750	$ 750

CONDENSED BALANCE SHEETS (una_2

CONDENSED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, Par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Shares subject to possible redemption	30,000,000	30,000,000
Shares subject to possible redemption, par value	$ 10.20	$ 10.20
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Common Class B [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares, issued	7,500,000	7,500,000
Common stock, shares, outstanding	7,500,000	7,500,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
EXPENSES
Administration fee - related party	$ 30,000			$ 90,000
General and administrative	267,126	129,131	162,831	902,279
TOTAL EXPENSES	297,126	129,131	162,831	992,279
OTHER INCOME (EXPENSE)
Income earned on Investments held in Trust Account	1,383,654			1,843,236
Change in fair value of convertible note payable - related party	(9,118)			65,159
Change in fair value of derivative liabilities	(1,694,688)			9,561,599
TOTAL OTHER INCOME	(320,152)			11,469,994
Net income (loss)	$ (617,278)	$ (129,131)	$ (162,831)	$ 10,477,715
Weighted average number of Class A ordinary shares outstanding, basic and diluted	30,000,000			30,000,000
Basic and diluted net income (loss) per Class A ordinary share	$ (0.05)			$ 0.23
Weighted average number of Class B ordinary shares outstanding, basic and diluted	7,500,000	6,250,000	6,250,000	7,500,000
Basic and diluted net income (loss) per Class B ordinary share	$ (0.05)	$ (0.02)	$ (0.03)	$ 0.23

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHareHOLDERS' DEFICIT (UNAUDITED) - USD ($)	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Apr. 05, 2021
Beginning balance, shares at Apr. 05, 2021
Issuance of Class B ordinary shares to Sponsor	$ 719	24,281		25,000
Issuance of Class B ordinary shares to Sponsor, Shares	7,187,500
Net loss			(33,700)	(33,700)
Ending balance, value at Jun. 30, 2021	$ 719	24,281	(33,700)	(8,700)
Ending balance, shares at Jun. 30, 2021	7,187,500
Share based compensation		124,168		124,168
Net loss			(129,131)	(129,131)
Ending balance, value at Sep. 30, 2021	$ 719	148,449	(162,831)	(13,663)
Ending balance, shares at Sep. 30, 2021	7,187,500
Beginning balance, value at Dec. 31, 2021	$ 750		(27,783,964)	(27,783,214)
Beginning balance, shares at Dec. 31, 2021	7,500,000
Current period accretion of Class A ordinary shares to redemption value			(24,974)	(24,974)
Net loss			5,374,475	5,374,475
Ending balance, value at Mar. 31, 2022	$ 750		(22,434,463)	(22,433,713)
Ending balance, shares at Mar. 31, 2022	7,500,000
Current period accretion of Class A ordinary shares to redemption value			(434,608)	(434,608)
Net loss			5,720,518	5,720,518
Ending balance, value at Jun. 30, 2022	$ 750		(17,148,553)	(17,147,803)
Ending balance, shares at Jun. 30, 2022	7,500,000
Current period accretion of Class A ordinary shares to redemption value			(1,383,654)	(1,383,654)
Net loss			(617,278)	(617,278)
Ending balance, value at Sep. 30, 2022	$ 750		$ (19,149,485)	$ (19,148,735)
Ending balance, shares at Sep. 30, 2022	7,500,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash Flows From Operating Activities:
Net income (loss)	$ (162,831)	$ 10,477,715
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation and organization costs paid by related parties	25,000
Investment income earned on investments held in the Trust Account		(1,843,236)
Change in fair value of derivative warrant and forward purchase agreement liabilities		(9,561,599)
Change in fair value of convertible note payable - related party		(65,159)
Share based compensation	124,168
Changes in operating assets and liabilities:
Prepaid expenses		(582,109)
Other current assets		572,539
Other assets		434,343
Accounts payable and accrued expenses		(840,660)
Net Cash Used In Operating Activities	(13,663)	(1,408,166)
Cash Flows From Financing Activities:
Proceeds from promissory payable	213,405
Proceeds from convertible note payable		300,000
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000
Payment of offering costs	(118,780)	(411,331)
Net Cash (Used In) Provided By Financing Activities	119,625	(111,331)
Net change in cash	105,962	(1,519,497)
Cash at beginning of period		1,675,601
Cash at end of period	105,962	156,104
Supplemental disclosure of non-cash financing activities:
Deferred offering costs included in accrued offering costs	329,493
Current period accretion of Class A ordinary shares to redemption value		$ 1,843,236

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Rigel Resource Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on April 6, 2021. The Company was incorporated for the purpose of effecting a merger, share 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 sector 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. All activity for the period from April 6, 2021 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and the search for a target company. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. On November 9, 2021, the Company consummated the Initial Public Offering of 27,500,000 275,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 14,000,000 11,300,000 100,000 35,000 25,000 200,000 2,340,000 1.00 14,000,000 On November 9, 2021, the underwriter purchased an additional 2,500,000 25,000,000 406,250 As of November 9, 2021, transaction costs amounted to $ 17,585,547 6,000,000 1,085,547 10,500,000 Following the closing of the Initial Public Offering on November 9, 2021, an amount of $ 306,000,000 10.20 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of 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 one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 50 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval for a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.20 Distinguishing Liabilities from Equity If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares without the Company’s prior written consent. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (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 the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) 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 upon approval of any such amendment. If the Company has not completed a Business Combination within 18 months (or up to 24 months, if applicable) from the closing of the Initial Public Offering (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 100% of 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 and not previously released to us to pay our taxes, if any (less up to $ 100,000 The holders of the Founder Shares have agreed to waive the rights to liquidating distributions from the Trust Account with respect to the Founder Shares they will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, 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 their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.20 or $10.30 or $10.40 in case of one or both extensions of the time period to complete our initial business combination have been effectuated). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.20 Going Concern Considerations The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company currently has less than 12 months from the date these financial statements were issued to complete a business combination transaction. If the Company is unsuccessful in consummating an initial business combination within 18 months from the closing of the IPO (May 9, 2023), per the mandatory liquidation requirement, the Company must cease all operations, redeem the public shares and thereafter liquidate and dissolve. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and other events (such as the recent invasion by Russia of Ukraine and any further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
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 (“ US GAAP Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2022 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2022 not necessarily indicative of the results to be expected for the full year ending December 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The Company’s significant estimates and assumptions include the fair value of the related party convertible note and the change in fair value of the derivative liabilities. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates. Investments held in Trust Account At September 30, 2022 and December 31, 2021, the Company had approximately $ 307.8 306.0 Offering Costs associated with Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering Class A ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 307,850,000 306,000,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a remeasurement adjustment from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. Net income (loss) per share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) Private Placement and (iii) embedded conversion feature of the related party convertible promissory note, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 15,000,000 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Scheduled of basic and diluted net loss per share For the For the September 30, September 30, 2022 2021 Class A ordinary shares Allocation of net loss, as adjusted $ (1,600,746 ) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 Basic and diluted net loss per ordinary share $ (0.05 ) Class B ordinary shares Numerator: Loss allocable to Class B ordinary shares $ (400,186 ) $ (129,131 ) Denominator: Basic and diluted weighted average shares outstanding 7,500,000 6,250,000 Basic and diluted net loss per share, Class B ordinary share $ (0.05 ) $ (0.02 ) For the For the September 30, September 30, 2022 2021 Class A ordinary shares Allocation of net income, as adjusted $ 6,907,583 Denominator: Basic and diluted weighted average shares outstanding 30,000,000 Basic and diluted net income (loss) per ordinary share $ 0.23 Class B ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 1,726,896 $ (162,831 ) Denominator: Basic and diluted weighted average shares outstanding 7,500,000 6,250,000 Basic and diluted net income (loss) per share, Class B ordinary share $ 0.23 $ (0.03 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $ 250,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” 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 There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Convertible Promissory Note The Company accounts for their convertible promissory note under ASC 815, “ Derivatives and Hedging” 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 Fair Value Measurement Warrant Instruments The Company accounts for the public warrants, the Private Placement Warrants and the Forward Purchase Agreement issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. US 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. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement Share-Based Compensation The Company adopted ASC Topic 718, “ Compensation - Stock Compensation, Recent Accounting Standards Management does not believe that any 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	9 Months Ended
	Sep. 30, 2022
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 27,500,000 2,500,000 10.00 300,000,000 0.0001 11.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2022
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 14,000,000 11,300,000 100,000 35,000 25,000 200,000 2,340,000 1.00 14,000,000 A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May 6, 2021, the Sponsor received 7,187,500 25,000 718,750 7,906,250 1,031,250 406,250 7,500,000 On July 13, 2021, our sponsor transferred 35,000 135,000 100,000 17,500 12,500 20,000 The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, 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, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Advances from Related Party The Sponsor paid certain formation and operating costs on behalf of the Company. These advances were due on demand and are non-interest bearing. During the period ended December 31, 2021, the related party paid $25,000 of formation costs on behalf of the Company. The Company repaid the outstanding amount in full in November 2021. As of September 30, 2022 and December 31, 2021, the amount due to the Sponsor was $ 0 Promissory Note - Related Party On May 6, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company was able to borrow up to an aggregate principal amount of $ 300,000 238,405 General and Administrative Services Commencing on the date the Units are first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support for up to 24 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2022, the Company recorded $ 30,000 90,000 107,500 17,500 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 1.00 On May 18, 2022, the Company entered into a Working Capital Loan with the Sponsor. On May 20, 2022, the Sponsor advanced $ 300,000 300,000 0 Management determined that there was an embedded conversion feature related to the note that would require fair value treatment under ASC 815-15-25 and the note should be measured at fair value at issuance and at each reporting date. At September 30, 2022, the fair value of the note was $ 234,841 9,118 65,159

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 4,125,000 The underwriter was entitled to a cash underwriting discount of $ 0.20 6,000,000 0.35 10,500,000 On November 9, 2021, the underwriter purchased an additional 2,500,000 10.00 25,000,000 406,250 Forward Purchase Agreement The Company entered into a forward purchase agreement on November 4, 2021, (a “Forward Purchase Agreement”) with an affiliate of the Sponsor, Orion Mine Finance Fund III LP (“Orion Mine Finance”), which, subject to the approval of Orion Mine Finance’s investment committee as well as customary closing conditions, will provide for the purchase of up to 5,000,000 units, with each unit consisting of one Class A ordinary share (the “forward purchase shares”) and one-half of one redeemable warrant (the “forward purchase warrants”) to purchase one Class A ordinary share, at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur in connection with the closing of a Business Combination. The forward purchase warrants will entitle the holder thereof to purchase one Class A ordinary share at $ 11.50 Orion Mine Finance’s commitment to purchase securities pursuant to the Forward Purchase Agreement is intended to provide the Company with a minimum funding level for a Business Combination. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital in the post-transaction company. The Company classifies the Forward Purchase Agreement as a liability upon execution of the agreement, in accordance with the guidance contained in ASC 815-40, at its fair value and will allocate a portion of the proceeds from the issuance of the Units equal to its fair value determined by the modified Black Scholes model. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. Upon issuance of the Forward Purchase Agreement, the Company recorded a derivative liability of $ 453,701 1,705,222 670,221 981,288 1,035,001 Vendor Agreements As of September 30, 2022, the Company had incurred legal fees related to the Initial Public Offering and general corporate services of approximately $ 573,100 378,200 194,900

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Preferred Shares - The Company is authorized to issue 5,000,000 0.0001 no Class A Ordinary Shares - The Company is authorized to issue 500,000,000 0.0001 Holders of Class A ordinary shares are entitled to one vote for each share. 30,000,000 Class B Ordinary Shares - The Company is authorized to issue 50,000,000 0.0001 Holders of Class B ordinary shares are entitled to one vote for each share. 7,500,000 Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. 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 our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, 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 issued in the Initial Public Offering 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 then-outstanding Class B ordinary shares agree 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 Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2022
Guarantees and Product Warranties [Abstract]
WARRANTS	NOTE 8. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. 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, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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 will use its commercially reasonable 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 Share of Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on 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 shares; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-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; and ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding public warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. 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 and exercisable by such holders on the same basis as the Public Warrants. The Company accounts for the 29,000,000 15,000,000 14,000,000 37,584,000

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring basis September 30, December 31, Description Level 2022 2021 Assets: Marketable securities held in the Trust Account 1 $ 307,846,892 $ 306,003,656 Liabilities: Convertible promissory note - related party 3 $ 234,841 $ - Warrant liability - Private Placement Warrants 2 3,284,400 8,400,000 Warrant liability - Public Warrants 1 3,519,000 9,000,000 Forward Purchase Agreement 3 1,705,222 670,221 Total Derivative liabilities $ 8,508,622 $ 18,070,221 The Convertible promissory note - related party, the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement were accounted for as liabilities in accordance with ASC 815-40 and are presented within convertible note and derivative liabilities on the condensed balance sheets. The convertible note is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of convertible note in the condensed statements of operations. The warrant liabilities and Forward Purchase Agreement are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative liabilities in the condensed statements of operations. Upon initial issuance and September 30, 2022, the Company used a modified Black Scholes model to value the Convertible Note. As of September 30, 2022, the Convertible Note was classified as Level 3 on the Fair Value Hierarchy. Upon initial issuance, the Company used a modified Black Scholes model to value the Public Warrants and Private Placement Warrants and were classified within Level 3. 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 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) and Class B ordinary shares (permanent equity) based on their relative fair values at the initial measurement date. As of September 30, 2022 and December 31, 2021, the Public and Private Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 and Level 2, respectively, on the Fair Value Hierarchy. The Forward Purchase Agreement was valued using a valuation method which considers the reconstructed unit price (the total fair value of ordinary shares and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business Combination. As of September 30, 2022 and December 31, 2021, the Forward Purchase Agreement was classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2022: Schedule of financial assets and liabilities measured at fair value on a recurring basis Fair Value Balance, Fair value at December 31, 2021 $ 670,221 Change in fair value of forward purchase agreement 46,917 Balance, March 31, 2022 717,138 Proceeds received from issuance of convertible note 300,000 Change in fair value of convertible promissory note - related party (74,277 ) Change in fair value of forward purchase agreement 6,796 Balance, June 30, 2022 949,657 Change in fair value of convertible promissory note - related party 9,118 Change in fair value of forward purchase agreement 981,288 Balance, September 30, 2022 1,940,063 The key inputs into the discount model for the Convertible Promissory Note were as follows: Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs September 30, 2022 Volatility 120.30 175.59 % Risk-free interest rate 2.58 4.58 % Expected life of convertible promissory note 0.59 0.78 Dividend yield 0 % Probability of business combination 80.0 % The key inputs into the discount model for the Forward Purchase Agreement were as follows: Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs September 30, 2022 December 31, Risk-free interest rate 3.94 % 0.33 % Expected life of forward purchase agreement 0.59 years 0.84 years Dividend yield 0 % 0 % Probability of business combination 80.0 % 80.0 % The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis: Schedule of changes in the fair value of the warrants measured on recurring basis Convertible Private Warrants Public Warrants Forward Total Fair value at December 31, 2021 $ - 8,400,000 $ 9,000,000 $ 670,221 $ 18,070,221 Proceeds received from issuance of convertible note 300,000 - - - 300,000 Change in fair value (65,159 ) (5,115,600 ) (5,481,000 ) 1,035,001 (9,626,758 ) Fair value at September 30, 2022 $ 234,841 $ 3,284,400 $ 3,519,000 $ 1,705,222 $ 8,743,463

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company’s management has 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 condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
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 (“ US GAAP Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2022 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2022 not necessarily indicative of the results to be expected for the full year ending December 31, 2022.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The Company’s significant estimates and assumptions include the fair value of the related party convertible note and the change in fair value of the derivative liabilities. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the time the estimates and assumptions were made. Actual results could differ from those estimates.
Investments held in Trust Account	Investments held in Trust Account At September 30, 2022 and December 31, 2021, the Company had approximately $ 307.8 306.0
Offering Costs associated with Initial Public Offering	Offering Costs associated with Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering
Class A ordinary shares subject to possible redemption	Class A ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 307,850,000 306,000,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a remeasurement adjustment from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.
Net income (loss) per share	Net income (loss) per share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) Private Placement and (iii) embedded conversion feature of the related party convertible promissory note, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 15,000,000 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Scheduled of basic and diluted net loss per share For the For the September 30, September 30, 2022 2021 Class A ordinary shares Allocation of net loss, as adjusted $ (1,600,746 ) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 Basic and diluted net loss per ordinary share $ (0.05 ) Class B ordinary shares Numerator: Loss allocable to Class B ordinary shares $ (400,186 ) $ (129,131 ) Denominator: Basic and diluted weighted average shares outstanding 7,500,000 6,250,000 Basic and diluted net loss per share, Class B ordinary share $ (0.05 ) $ (0.02 ) For the For the September 30, September 30, 2022 2021 Class A ordinary shares Allocation of net income, as adjusted $ 6,907,583 Denominator: Basic and diluted weighted average shares outstanding 30,000,000 Basic and diluted net income (loss) per ordinary share $ 0.23 Class B ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 1,726,896 $ (162,831 ) Denominator: Basic and diluted weighted average shares outstanding 7,500,000 6,250,000 Basic and diluted net income (loss) per share, Class B ordinary share $ 0.23 $ (0.03 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $ 250,000
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” ASC 740 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 There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Convertible Promissory Note	Convertible Promissory Note The Company accounts for their convertible promissory note under ASC 815, “ Derivatives and Hedging”
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 Fair Value Measurement
Warrant Instruments	Warrant Instruments The Company accounts for the public warrants, the Private Placement Warrants and the Forward Purchase Agreement issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. US 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. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement
Share-Based Compensation	Share-Based Compensation The Company adopted ASC Topic 718, “ Compensation - Stock Compensation,
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any 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)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Scheduled of basic and diluted net loss per share	Scheduled of basic and diluted net loss per share For the For the September 30, September 30, 2022 2021 Class A ordinary shares Allocation of net loss, as adjusted $ (1,600,746 ) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 Basic and diluted net loss per ordinary share $ (0.05 ) Class B ordinary shares Numerator: Loss allocable to Class B ordinary shares $ (400,186 ) $ (129,131 ) Denominator: Basic and diluted weighted average shares outstanding 7,500,000 6,250,000 Basic and diluted net loss per share, Class B ordinary share $ (0.05 ) $ (0.02 ) For the For the September 30, September 30, 2022 2021 Class A ordinary shares Allocation of net income, as adjusted $ 6,907,583 Denominator: Basic and diluted weighted average shares outstanding 30,000,000 Basic and diluted net income (loss) per ordinary share $ 0.23 Class B ordinary shares Numerator: Income (loss) allocable to Class B ordinary shares $ 1,726,896 $ (162,831 ) Denominator: Basic and diluted weighted average shares outstanding 7,500,000 6,250,000 Basic and diluted net income (loss) per share, Class B ordinary share $ 0.23 $ (0.03 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Instrument [Line Items]
Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring basis	Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring basis September 30, December 31, Description Level 2022 2021 Assets: Marketable securities held in the Trust Account 1 $ 307,846,892 $ 306,003,656 Liabilities: Convertible promissory note - related party 3 $ 234,841 $ - Warrant liability - Private Placement Warrants 2 3,284,400 8,400,000 Warrant liability - Public Warrants 1 3,519,000 9,000,000 Forward Purchase Agreement 3 1,705,222 670,221 Total Derivative liabilities $ 8,508,622 $ 18,070,221
Schedule of financial assets and liabilities measured at fair value on a recurring basis	Schedule of financial assets and liabilities measured at fair value on a recurring basis Fair Value Balance, Fair value at December 31, 2021 $ 670,221 Change in fair value of forward purchase agreement 46,917 Balance, March 31, 2022 717,138 Proceeds received from issuance of convertible note 300,000 Change in fair value of convertible promissory note - related party (74,277 ) Change in fair value of forward purchase agreement 6,796 Balance, June 30, 2022 949,657 Change in fair value of convertible promissory note - related party 9,118 Change in fair value of forward purchase agreement 981,288 Balance, September 30, 2022 1,940,063
Schedule of changes in the fair value of the warrants measured on recurring basis	Schedule of changes in the fair value of the warrants measured on recurring basis Convertible Private Warrants Public Warrants Forward Total Fair value at December 31, 2021 $ - 8,400,000 $ 9,000,000 $ 670,221 $ 18,070,221 Proceeds received from issuance of convertible note 300,000 - - - 300,000 Change in fair value (65,159 ) (5,115,600 ) (5,481,000 ) 1,035,001 (9,626,758 ) Fair value at September 30, 2022 $ 234,841 $ 3,284,400 $ 3,519,000 $ 1,705,222 $ 8,743,463
Forward Purchase Agreement [Member]
Debt Instrument [Line Items]
Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs	Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs September 30, 2022 December 31, Risk-free interest rate 3.94 % 0.33 % Expected life of forward purchase agreement 0.59 years 0.84 years Dividend yield 0 % 0 % Probability of business combination 80.0 % 80.0 %
Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs	Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs September 30, 2022 Volatility 120.30 175.59 % Risk-free interest rate 2.58 4.58 % Expected life of convertible promissory note 0.59 0.78 Dividend yield 0 % Probability of business combination 80.0 %

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)		9 Months Ended
	Nov. 09, 2021	Sep. 30, 2022
Prospective assets of acquiree as a percentage of fair value of assets in the trust account		80%
Equity method investment ownership percentage		50%
Per Share Value Of Restricted Assets		$ 10.20
Dissolution expenses		$ 100,000
Sponsor [Member]
Shares subject to forfeiture	406,250
Private Placement Warrants [Member]
Class of warrants and rights issued during the period	14,000,000
Class of warrants and rights issued, price per warrant	$ 1
Gross proceeds from private placement issue	$ 14,000,000
Private Placement Warrants [Member] | Sposor [Member]
Class of warrants and rights issued during the period	11,300,000
Private Placement Warrants [Member] | Nathanael Abebe [Member]
Class of warrants and rights issued during the period	100,000
Private Placement Warrants [Member] | Christine Coignard [Member]
Class of warrants and rights issued during the period	35,000
Private Placement Warrants [Member] | Kelvin Dushnisky [Member]
Class of warrants and rights issued during the period	25,000
Private Placement Warrants [Member] | L Peter O Hagan [Member]
Class of warrants and rights issued during the period	200,000
Private Placement Warrants [Member] | Orion Mine Finance G P [Member]
Class of warrants and rights issued during the period	2,340,000
IPO [Member]
Stock issued during period shares issued in initial public offering	30,000,000
Gross proceeds from issuance of initial public offering	$ 300,000,000
Transaction costs	17,585,547
Underwriting fees	6,000,000
Costs related to Initial Public Offering	1,085,547
Deferred underwriting fees	10,500,000
Sale of stock	$ 306,000,000
Share Price	$ 10.20
Over-Allotment Option [Member]
Stock issued during period shares issued in initial public offering	2,500,000
Gross proceeds from issuance of initial public offering	$ 25,000,000
Ordinary Shares [Member] | IPO [Member]
Stock issued during period shares issued in initial public offering	27,500,000
Gross proceeds from issuance of initial public offering	$ 275,000,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Common Class A [Member]
Allocation of net income, as adjusted	$ (1,600,746)			$ 6,907,583
Basic and diluted weighted average shares outstanding	30,000,000			30,000,000
Basic and diluted net income per ordinary share	$ (0.05)			$ 0.23
Common Class B [Member]
Allocation of net income, as adjusted	$ (400,186)	$ (129,131)	$ (162,831)	$ 1,726,896
Basic and diluted weighted average shares outstanding	7,500,000	6,250,000	6,250,000	7,500,000
Basic and diluted net income per ordinary share	$ (0.05)	$ (0.02)	$ (0.03)	$ 0.23

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash held in Trust Account	$ 307,800,000	$ 306,000,000
Offering costs charged to shareholders equity	$ 307,850,000	306,000,000
Warrant exercisable	15,000,000
Federal Depository Insurance Corporation	$ 250,000
Unrecognized tax benefits	0	0
Unrecognized tax benefits, accrued interests and penalities	$ 0	$ 0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative)	Nov. 09, 2021 USD ($) $ / shares shares
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock shares issued during the period shares new issues | shares	30,000,000
Gross proceeds from issuance of initial public offering | $	$ 300,000,000
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Warrant price | $ / shares	$ 11.50
IPO [Member] | Ordinary Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Stock shares issued during the period shares new issues | shares	27,500,000
Gross proceeds from issuance of initial public offering | $	$ 275,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock shares issued during the period shares new issues | shares	2,500,000
Shares issued, price per share | $ / shares	$ 10
Gross proceeds from issuance of initial public offering | $	$ 25,000,000

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - Private Placement Warrants [Member]	Nov. 09, 2021 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Class of warrants and rights issued during the period	14,000,000
Class of warrants and rights issued, price per warrant | $ / shares	$ 1
Gross proceeds from private placement issue | $	$ 14,000,000
Sposor [Member]
Class of Warrant or Right [Line Items]
Class of warrants and rights issued during the period	11,300,000
Nathanael Abebe [Member]
Class of Warrant or Right [Line Items]
Class of warrants and rights issued during the period	100,000
Christine Coignard [Member]
Class of Warrant or Right [Line Items]
Class of warrants and rights issued during the period	35,000
Kelvin Dushnisky [Member]
Class of Warrant or Right [Line Items]
Class of warrants and rights issued during the period	25,000
L Peter O Hagan [Member]
Class of Warrant or Right [Line Items]
Class of warrants and rights issued during the period	200,000
Orion Mine Finance G P [Member]
Class of Warrant or Right [Line Items]
Class of warrants and rights issued during the period	2,340,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Nov. 09, 2021	Nov. 04, 2021	Jul. 13, 2021	May 06, 2021	Oct. 16, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	May 20, 2022
Related Party Transaction [Line Items]
Administrative fees						$ 30,000			$ 90,000
Accounts payable and accrued expenses						331,647			331,647	$ 1,172,307
Convertible Debt						234,841			234,841
Change In Fair Value Of Convertible Note Payable Related Party						9,118			(65,159)
Change In Fair Value Of Convertible Note Payable Related Party						(9,118)			65,159
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt instrument, convertible, warrants issued						$ 1,500,000			$ 1,500,000
Warrants issued price per warrant						$ 1			$ 1
Working capital loans										0	$ 300,000
Accounts Payable and Accrued Liabilities [Member]
Related Party Transaction [Line Items]
Accounts payable and accrued expenses						$ 107,500			$ 107,500	17,500
Sponsor [Member]
Related Party Transaction [Line Items]
Authorized for share dividend		718,750
Number of founder shares		7,906,250
Common stock shares subject to forfeiture				1,031,250
Shares subject to forfeiture	406,250
Due to related party						$ 0			$ 0	0
Debt instrument, face amount				$ 300,000
Repayment of debt										$ 238,405
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services				7,187,500
Stock Issued During Period, Value, Issued for Services				$ 25,000
Founder [Member]
Related Party Transaction [Line Items]
Shares outstanding						7,500,000			7,500,000	7,500,000
Christine Coignard [Member]
Related Party Transaction [Line Items]
Shares transferred			35,000		17,500
Nathanael Abebe [Member]
Related Party Transaction [Line Items]
Shares transferred			135,000		20,000
L Peter O Hagan [Member]
Related Party Transaction [Line Items]
Shares transferred					100,000
Kelvin Dushnisky [Member]
Related Party Transaction [Line Items]
Shares transferred					12,500

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended
	Nov. 09, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock				$ 25,000
Fair value of liabilities		$ 8,508,622			8,508,622	$ 18,070,221
Change in fair value of derivative liabilities		(1,694,688)			9,561,599
Accrued offering costs		378,200			378,200
Accrued expenses		$ 194,900			$ 194,900
Forward Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Share price		$ 11.50			$ 11.50
Derivative liability		$ 453,701			$ 453,701
Fair value of liabilities		1,705,222			1,705,222	$ 670,221
Change in fair value of derivative liabilities		981,288			$ 1,035,001
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Shares subject to forfeiture	406,250
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period shares issued in initial public offering	2,500,000
Share price	$ 10
Proceeds from issuance of common stock	$ 25,000,000
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Additional units purchased					4,125,000
Cash underwriting discount price					$ 0.20
Payment of underwriting discount					$ 6,000,000
Deferred underwriting fee price					$ 0.35
Deferred underwriting fee		$ 10,500,000			$ 10,500,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period shares issued in initial public offering	30,000,000
Legal fees					$ 573,100

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	Holders of Class A ordinary shares are entitled to one vote for each share.
Shares subject to possible redemption	30,000,000	30,000,000
Common stock, shares, issued	0	0
Common stock, shares, outstanding	0	0
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	Holders of Class B ordinary shares are entitled to one vote for each share.
Common stock, shares, issued	7,500,000	7,500,000
Common stock, shares, outstanding	7,500,000	7,500,000

WARRANTS (Details Narrative)

WARRANTS (Details Narrative)	9 Months Ended
	Sep. 30, 2022 USD ($) shares
Class of Warrant or Right [Line Items]
Class of warrants or rights issued during the period	29,000,000
Warrant liability | $	$ 37,584,000
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights issued during the period	15,000,000
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights issued during the period	14,000,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in the Trust Account	$ 307,846,892	$ 306,003,656
Convertible Debt	234,841
Total Derivative liabilities	8,508,622	18,070,221
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in the Trust Account	307,846,892	306,003,656
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Derivative liabilities	3,519,000	9,000,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Derivative liabilities	3,284,400	8,400,000
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Forward Purchase Agreement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Derivative liabilities	$ 1,705,222	$ 670,221

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details 1) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, Beginning Balance			$ 18,070,221		$ 18,070,221
Change in fair value of forward purchase agreement					(9,626,758)
Proceeds received from issuance of convertible note					300,000
Fair value, Ending Balance	$ 8,743,463				8,743,463
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, Beginning Balance	949,657	$ 717,138	670,221		670,221
Fair value, Ending Balance	1,940,063	949,657	717,138		$ 1,940,063
Forward Purchase Agreement [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of forward purchase agreement	981,288	6,796	$ 46,917
Proceeds received from issuance of convertible note		300,000
Change In Fair Value Of Convertible Promissory Note Related Party	$ 9,118	$ (74,277)

FAIR VALUE MEASUREMENTS (Deta_3

FAIR VALUE MEASUREMENTS (Details 2) - Convertible Promissory Note [Member]	9 Months Ended
	Sep. 30, 2022
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0
Probability Of Business Combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	80.0
Minimum [Member] | Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	120.30
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	2.58
Minimum [Member] | Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.59
Maximum [Member] | Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	175.59
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	4.58
Maximum [Member] | Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.78

FAIR VALUE MEASUREMENTS (Deta_4

FAIR VALUE MEASUREMENTS (Details 3) - Forward Purchase Agreement [Member]	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	3.94	0.33
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.59 years	0.84 years
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0	0
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	80.0	80.0

FAIR VALUE MEASUREMENTS (Deta_5

FAIR VALUE MEASUREMENTS (Details 4) - USD ($)	6 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Debt Instrument [Line Items]
Fair value, Beginning Balance		$ 18,070,221
Proceeds received from issuance of convertible note		300,000
Change in fair value		(9,626,758)
Fair value, Ending Balance		8,743,463
Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Fair value, Beginning Balance
Proceeds received from issuance of convertible note		300,000
Change in fair value		(65,159)
Fair value, Ending Balance		234,841
Private Placement Warrants [Member]
Debt Instrument [Line Items]
Fair value, Beginning Balance		8,400,000
Proceeds received from issuance of convertible note
Change in fair value		(5,115,600)
Fair value, Ending Balance		3,284,400
Public Warrants [Member]
Debt Instrument [Line Items]
Fair value, Beginning Balance		9,000,000
Proceeds received from issuance of convertible note
Change in fair value		(5,481,000)
Fair value, Ending Balance		3,519,000
Forward Purchase Agreement [Member]
Debt Instrument [Line Items]
Fair value, Beginning Balance		670,221
Proceeds received from issuance of convertible note
Change in fair value		1,035,001
Fair value, Ending Balance		$ 1,705,222