Cactus Acquisition Corp. 1 (CCTSF) 10-K 30 Mar 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 30, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	Cactus Acquisition Corp. 1 Ltd.
Trading Symbol	CCTS
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 126,372,235
Amendment Flag	false
Entity Central Index Key	0001865861
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40981
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	4B Cedar Brook Drive
Entity Address, City or Town	Cranbury
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08512
City Area Code	(609)
Local Phone Number	495-2222
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Name	Kesselman & Kesselman
Auditor Location	Tel-Aviv, Israel
Auditor Firm ID	1309
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		12,650,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		3,162,500

Balance Sheets

Balance Sheets - USD ($) $ in Thousands		Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents		$ 243	$ 975
Prepaid expenses		275	333
TOTAL CURRENT ASSETS		518	1,308
NON-CURRENT ASSETS:
Prepaid expenses			275
Cash held in trust account		130,893	129,032
TOTAL ASSETS		131,411	130,615
CURRENT LIABILITIES:
Related party		12	13
Accrued expenses and other liabilities		130	227
TOTAL CURRENT LIABILITIES		142	240
LONG TERM LIABILITIES -
Underwriters’ deferred compensation		4,428	4,428
TOTAL LIABILITIES		4,570	4,668
COMMITMENTS AND CONTINGENCIES
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 12,650,000 shares at December 31, 2022, at a redemption value of $10.35 and at December 31, 2021, at a redemption value of $10.20 per share		130,893	129,030
TOTAL CAPITAL DEFICIENCY		(4,052)	(3,083)
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND CAPITAL DEFICIENCY		131,411	130,615
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 3,162,500 issued and outstanding	[1]
Preference Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding
Accumulated deficit		$ (4,052)	$ (3,083)
[1]Represents an amount less than 1 thousand US Dollars

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption shares	12,650,000
Ordinary shares subject to possible redemption value per share (in Dollars per share)	$ 10.35	$ 10.2
Ordinary shares, shares par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Class B Ordinary Shares
Ordinary shares, shares par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	3,162,500	3,162,500
Ordinary shares, shares outstanding	3,162,500	3,162,500

Statement of Operations

Statement of Operations - USD ($) $ in Thousands	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Except per share data
INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT	$ 2	$ 1,861
FORMATION AND OPERATING EXPENSES	(666)	(967)
NET EARNINGS (LOSS) FOR THE PERIOD	$ (664)	$ 894
WEIGHTED AVERAGE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION	2,915,430	12,650,000
BASIC AND DILUTED EARNINGS PER CLASS A ORDINARY SHARE, see Note 4	$ 0.75	$ 0.09
WEIGHTED AVERAGE OF CLASS B ORDINARY SHARES OUTSTANDING	2,853,662	3,162,500
BASIC AND DILUTED LOSS PER CLASS B ORDINARY SHARE, see Note 4	(1)	(0.06)

Statement of Operations (Parent

Statement of Operations (Parentheticals) - $ / shares	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A Ordinary Shares
DILUTED EARNINGS PER	$ 0.75	$ 0.09
Class B Ordinary Shares
DILUTED EARNINGS PER	$ (1)	$ (0.06)

Statements of Changes in Capita

Statements of Changes in Capital Deficiency Equity - USD ($) $ in Thousands	Ordinary shares	Additional paid-in capital	Accumulated Deficit	Total
Balance at Apr. 18, 2021
Balance (in Shares) at Apr. 18, 2021
Issuance of Class B Ordinary Shares to the Sponsor (note 7)		25		25
Issuance of Class B Ordinary Shares to the Sponsor (note 7) (in Shares)	3,162,500
Issuance of private warrants		7,300		7,300
Issuance of public warrants, net of issuance costs (note 3)		8,835		8,835
Accretion of class A ordinary shares subject to redemption		(16,160)	(2,419)	(18,579)
Net loss for the period			(664)	(664)
Balance at Dec. 31, 2021			(3,083)	(3,083)
Balance (in Shares) at Dec. 31, 2021	3,162,500
Subsequent accretion of Class A common stock subject to redemption amount as of December 31, 2022			(1,863)	(1,863)
Net loss for the period			894	894
Balance at Dec. 31, 2022			$ (4,052)	$ (4,052)
Balance (in Shares) at Dec. 31, 2022	3,162,500

Statement of Cash Flows

Statement of Cash Flows - USD ($) $ in Thousands	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earning (loss) for the period	$ (664)	$ 894
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses	(608)	333
Increase (decrease) in related parties	13	(1)
Increase (decrease) in accrued expenses	227	(97)
Net cash provided by (used in) operating activities	(1,032)	1,129
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Class B Ordinary Shares	25
Proceeds from issuance of public units	126,500
Proceeds from issuance of Private warrants	7,300
Payment of underwriting commissions and offering expenses	(2,786)
Proceeds from a promissory note – related party	300
Repayment of promissory note – related party	(300)
Net cash provided by financing activities	131,039
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	130,007	1,129
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD		130,007
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD	130,007	131,136
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents	975	243
Cash held in trust account	129,032	130,893
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	130,007	$ 131,136
SUPPLEMENTARY INFORMATION REGARDING NON-CASH ACTIVITIES
Underwriters’ Deferred Compensation	$ 4,428

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: a. Organization and General Cactus Acquisition Corp. 1 Limited (hereafter – the Company) is a blank check company, incorporated on April 19, 2021 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination). Although the Company is not limited to a particular industry or geographic region for the purpose of consummating a Business Combination, the Company intends to focus its search on Israeli technology-based life science businesses or industries, that are domiciled in Israel, that carry out all or a substantial portion of their activities in Israel, or that have some other significant Israeli connection. The Company is an early stage and an 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 inception through December 31, 2022 relates to the Company’s formation and its initial public offering (the "Public offering") described below. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the private placement (as defined below in Note 3). The Company has selected December 31 as its fiscal year end. b. Sponsor and Financing The Company’s sponsor is Cactus Healthcare Management, L.P., a Delaware limited partnership (the “Sponsor”). The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on October 28, 2021. The initial stage of the Company’s Public Offering— the sale of 12,650,000 Units — closed on November 2, 2021. Upon that closing $129.03 million was placed in a trust account (the “Trust Account”) (see also note 2(d) below). Out of the $129.03 million placed in the trust account, the Company raised a total of $126.5 million, inclusive of the exercise of the over-allotment option and an additional $2.53 million were invested by the Company's Sponsor for the benefit of the Public to preserve a redemption value of $10.20. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement. c. The Trust Account The proceeds held in the Trust Account are invested in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.00. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering held outside the Trust Account. d. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000 thousand following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” e. Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Public Offering, 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 (which interest shall be net of taxes payable, and less up to $100 thousand of interest to pay dissolution expenses), 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, liquidate and dissolve, 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. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in Note 7) held by them if the Company fails to complete the initial Business Combination within 18 months of the closing of the Public Offering or during any extended time that the Company has to consummate an initial Business Combination beyond 18 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. f. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The Company has until May 2, 2023 (hereafter – the Mandatory Liquidation Date) to consummate an Initial Business Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete an Initial Business Combination before the Mandatory Liquidation Date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Mandatory Liquidation Date, nor that they will be able to raise sufficient funds to complete an Initial Business Combination. These matters raise substantial doubt about the Company’s ability to continue as a going concern, for the subsequent twelve months following the issuance date of these financial statements. See also Note 8. No adjustments have been made to the carrying amounts of assets or liabilities should the Company fail to obtain financial support in its search for an Initial Business Combination, nor if it is required to liquidate after the Mandatory Liquidation Date. g. Emerging Growth Company 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 a 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.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statement are as follows: a. Use of estimates in the preparation of financial statement The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement. b. Functional currency The U.S. dollar is the currency of the primary economic environment. The Company’s financing and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar. Foreign currency assets and liabilities are translated into the primary currency using the exchange rates in effect on the balance sheet date. Currency transaction gains and losses are presented in financial expenses, as appropriate. c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. d. Trust account As of December 31, 2022, the Company held deposits of $130,893 thousand in a Blackrock treasury money market trust account. The Company included the balance in the trust account in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows as a restricted cash equivalent. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820. e. Accrued expenses The Company accounts for all incurred expenses which have yet to be paid as Accrued Expenses. f. Redeemable Class A Ordinary Shares As discussed in Note 1, all of the 12,650,000 Class A ordinary shares of $0.0001 par value each, sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated articles of association provide that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000 thousand. Accordingly, on December 31, 2022 and 2021, 12,650,000 Class A ordinary shares included in the Units were classified outside of permanent equity at their redemption value of $10.35 and $10.20 per share respectively. The proceeds from the IPO, as well as the related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares. Redeemable U.S. dollars in Gross proceeds 126,500 Less: Proceeds allocated to public warrants (9,370 ) Class A shares issuance costs (6,679 ) Plus: Accretion of carrying value to redemption value 18,579 Class A common stock subject to possible redemption, as of December 31, 2021 129,030 Plus: Accretion of carrying value to redemption value 1,863 Class A common stock subject to possible redemption, as of December 31, 2022 130,893 g. Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the public and the private warrants are considered indexed to the entity's own stock and are classified within equity. h. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250 thousand. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. j. Income tax The Company accounts for income taxes in accordance with ASC 740, "Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASC 740. The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit). k. Net Earnings/Loss per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is computed by dividing net earning (loss) attributable to holders of ordinary shares of the Company, by the weighted average number of ordinary shares outstanding for the reporting period. In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. l. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company's financial statement.

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 2022
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3 - PUBLIC OFFERING In the Initial Public Offering, the Company issued and sold 12,650,000 units at an offering price of $10.00 per unit (the “Units”). The Sponsor purchased an aggregate of 4,866,667 Private Warrants (as defined below) at a price of $1.50 per Private Warrant, approximately $7,300,000 in the aggregate. Each Unit consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Warrant” and, collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation. Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) 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. The Warrants sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that: (1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the initial business combination; (2) they (including the ordinary shares issuable upon exercise of these warrants) are not registered but are entitled to registration rights; and (3) prior to being sold in the open market or transferred into "street name", they are not redeemable by the Company. The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering, or $2,530 thousand, in the aggregate, to the underwriters at the closings of the Public Offering. Refer to Note 6 for more information regarding an additional fee payable to the underwriters upon the consummation of an Initial Business Combination.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	12 Months Ended
	Dec. 31, 2022
Earnings (Loss) Per Share [Abstract]
EARNINGS (LOSS) PER SHARE	NOTE 4 EARNINGS (LOSS) PER SHARE: a. Basic As of December 31, 2022 and 2021, the Company had two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. In order to determine the net loss attributable to each class, the Company first considered the total earnings (loss) allocable to both sets of shares. This is calculated using the total earnings (loss) less any Interest Earned on Investments Held in Trust Account. The accretion to redemption value of the Class A ordinary shares subject to possible redemption is fully allocated to the Class A ordinary shares subject to redemption. Year ended Period from U.S. dollars in thousands Net earnings (loss) for the period 894 (664 ) Less - interest earned on marketable securities held in trust account (1,861 ) (2 ) Net loss excluding interest (967 ) (666 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (774 ) (336 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount ("Accretion") 1,861 2,532 1,087 2,196 Denominator: Weighted average of class A ordinary shares subject to possible redemption 12,650,000 2,915,430 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.09 0.75 Class B ordinary shares: Numerator: Net loss excluding interest (193 ) (329 ) Accretion - (2,532 ) (193 ) (2,841 ) Denominator: Weighted average of Class B ordinary shares outstanding 3,162,500 2,853,662 Basic and diluted loss per Class B ordinary share (0.06 ) (1.00 ) b. Diluted As of December 31, 2022 and 2021, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 - RELATED PARTY TRANSACTIONS: a. Issuance of shares In May 2021, the Company's sponsor purchased 2,875,000 founders shares from the Company for an aggregate purchase price of $25 thousand, or approximately $0.009 per share. On October 2021, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors. For warrants purchased by the sponsor at the Initial Public Offering see note 3. b. Administrative Services Agreement On May 21, 2021, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the IPO and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation. c. Promissory Note On March 16, 2022, the Company signed a convertible promissory note under which it can borrow up to a $450 thousand principal amount from nine members ($150 thousand each) of the Sponsor or its registered assigns or successors in interest (the “Payee”). The Company shall draw amounts to finance costs and expenses related to its Business Combination. The promissory note bears no interest and is payable on the earlier of (i) the date on which the Company ceases operations for the purpose of winding up, or (ii) the date on which the Company consummates a Business Combination. In lieu of repayment by the Company, the Payee may elect at least five days prior to the Maturity Date to convert, on the Maturity Date, any unpaid principal amounts outstanding hereunder into warrants to purchase Class A ordinary shares, par value $0.0001 of the Company, at a conversion price of $1.50 per warrant. Each such warrant will have an exercise price of $11.50 per underlying share of the Company and will otherwise be identical to the private warrants sold by the Company to the Sponsor concurrently with the Company’s initial public offering. See also Note 8.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 - COMMITMENTS AND CONTINGENCIES Underwriters’ Deferred Compensation Under the Underwriting Agreement, the Company shall pay an additional fee (the “Deferred Underwriting Compensation”) of 3.5% ($4,428 thousand) of the gross proceeds of the Public Offering. payable upon the Company’s completion of the initial Business Combination. The Deferred Underwriting Compensation will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination. The Underwriting Compensation has been recorded as a deferred liability on the balance sheet at December 31, 2021 as management has deemed the consummation of a Business Combination to be probable.

Capital Deficiency

Capital Deficiency	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
CAPITAL DEFICIENCY	NOTE 7 - CAPITAL DEFICIENCY: a. Ordinary Shares Class A ordinary shares The Company is authorized to issue up to 500,000,000 Class A ordinary shares of $0.0001 par value each. Pursuant to the initial Public Offering on December 31, 2021 the Company issued and sold an aggregate of 12,650,000 Class A ordinary shares as part of the Units sold in the respective transaction. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $126,500 thousand in the Public. See Note 3 above for further information regarding those share issuances. Class B ordinary shares The Company is authorized to issue up to 50,000,000 Class B ordinary shares of $0.0001 par value each. On May 14, 2021 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor. In October 2021, the Company effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the Sponsor and the Company’s directors. Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the business combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial business combination. b. Preference shares The Company is authorized to issue up to 5,000,000 Preference Shares of $0.0001 par value each. As of December 31, 2022, the Company has no

Subsequent Event

Subsequent Event	12 Months Ended
	Dec. 31, 2022
Subsequent Event [Abstract]
SUBSEQUENT EVENT	NOTE 8 - SUBSEQUENT EVENT On March 20, 2023 the Company filed a Notice of Meeting of Shareholders and Proxy Statement, which included a proposal to extend the date by which the Company has to consummate a business combination from May 2, 2023 to November 2, 2023. The Meeting is scheduled for April 20. 2023. Concurrently, in order to finance the requested extension and continued operations, the Company requested that the $450 thousand promissory note (see note 5c) with the Sponsors be funded.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Use of estimates in the preparation of financial statement	a. Use of estimates in the preparation of financial statement The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement.
Functional currency	b. Functional currency The U.S. dollar is the currency of the primary economic environment. The Company’s financing and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar. Foreign currency assets and liabilities are translated into the primary currency using the exchange rates in effect on the balance sheet date. Currency transaction gains and losses are presented in financial expenses, as appropriate.
Cash and cash equivalents	c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash.
Trust account	d. Trust account As of December 31, 2022, the Company held deposits of $130,893 thousand in a Blackrock treasury money market trust account. The Company included the balance in the trust account in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows as a restricted cash equivalent. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820.
Accrued expenses	e. Accrued expenses The Company accounts for all incurred expenses which have yet to be paid as Accrued Expenses.
Redeemable Class A Ordinary Shares	f. Redeemable Class A Ordinary Shares As discussed in Note 1, all of the 12,650,000 Class A ordinary shares of $0.0001 par value each, sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated articles of association provide that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000 thousand. Accordingly, on December 31, 2022 and 2021, 12,650,000 Class A ordinary shares included in the Units were classified outside of permanent equity at their redemption value of $10.35 and $10.20 per share respectively. The proceeds from the IPO, as well as the related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares. Redeemable U.S. dollars in Gross proceeds 126,500 Less: Proceeds allocated to public warrants (9,370 ) Class A shares issuance costs (6,679 ) Plus: Accretion of carrying value to redemption value 18,579 Class A common stock subject to possible redemption, as of December 31, 2021 129,030 Plus: Accretion of carrying value to redemption value 1,863 Class A common stock subject to possible redemption, as of December 31, 2022 130,893
Warrants	g. Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the public and the private warrants are considered indexed to the entity's own stock and are classified within equity.
Concentration of Credit Risk	h. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250 thousand. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial instruments	i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Income tax	j. Income tax The Company accounts for income taxes in accordance with ASC 740, "Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASC 740. The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit).
Net Earnings/Loss per share	k. Net Earnings/Loss per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is computed by dividing net earning (loss) attributable to holders of ordinary shares of the Company, by the weighted average number of ordinary shares outstanding for the reporting period. In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period.
Recent accounting pronouncements	l. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company's financial statement.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares	Redeemable U.S. dollars in Gross proceeds 126,500 Less: Proceeds allocated to public warrants (9,370 ) Class A shares issuance costs (6,679 ) Plus: Accretion of carrying value to redemption value 18,579 Class A common stock subject to possible redemption, as of December 31, 2021 129,030 Plus: Accretion of carrying value to redemption value 1,863 Class A common stock subject to possible redemption, as of December 31, 2022 130,893

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Schedule of Weighted Average Number of Shares Issued Outstanding
Schedule of weighted average number of shares issued outstanding	Year ended Period from U.S. dollars in thousands Net earnings (loss) for the period 894 (664 ) Less - interest earned on marketable securities held in trust account (1,861 ) (2 ) Net loss excluding interest (967 ) (666 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (774 ) (336 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount ("Accretion") 1,861 2,532 1,087 2,196 Denominator: Weighted average of class A ordinary shares subject to possible redemption 12,650,000 2,915,430 Basic and diluted earnings per Class A ordinary share subject to possible redemption 0.09 0.75 Class B ordinary shares: Numerator: Net loss excluding interest (193 ) (329 ) Accretion - (2,532 ) (193 ) (2,841 ) Denominator: Weighted average of Class B ordinary shares outstanding 3,162,500 2,853,662 Basic and diluted loss per Class B ordinary share (0.06 ) (1.00 )

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 02, 2021	Dec. 31, 2022
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)	12,650,000
Amount placed in trust account		$ 129,030
Total raised value		126,500
Additional invested amount		$ 2,530
Redemption value (in Dollars per share)		$ 10.2
Net asset value (in Dollars per share)		$ 1
Business combination term		18 months
Interest to pay dissolution expenses		$ 100
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Amount placed in trust account		$ 129,030
Initial Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial business combination percentage		80%
Net tangible assets		$ 5,000

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Significant Accounting Policies (Details) [Line Items]
Deposits in blackrock treasury money		$ 130,893
Net tangible assets		5,000
Federal deposit insurance coverage price		$ 250
Measure tax benefit		50%
Class A Ordinary Shares
Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption		12,650,000
Common stock subject to possible redemption, par value		$ 0.0001
Class A ordinary shares included in the units	12,650,000	12,650,000
Permanent equity at their redemption value	$ 10.2	$ 10.35

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares - USD ($) $ in Thousands	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule Of Related Issuance Costs Were Allocated Based On Relative Fair Value Between The Public Warrants And The Redeemable Class AShares Abstract
Gross proceeds	$ 126,500
Proceeds allocated to public warrants	(9,370)
Class A shares issuance costs	(6,679)
Accretion of carrying value to redemption value	18,579
Class A common stock subject to possible redemption	$ 129,030
Accretion of carrying value to redemption value		$ 1,863
Class A common stock subject to possible redemption		$ 130,893

Public Offering (Details)

Public Offering (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Public Offering (Details) [Line Items]
Issued and sold units (in Shares) | shares	12,650,000
Aggregate private warrants purchased (in Shares) | shares	4,866,667
Price per warrant	$ 0.01
Aggregate amount (in Dollars) | $	$ 7,300,000
Price per share	$ 11.5
Exceeds price per share (in Shares) | shares	18
Public Offering [Member]
Public Offering (Details) [Line Items]
Price per units	$ 10
Underwriting commission percentage	2%
Underwriters commission amount (in Dollars) | $	$ 2,530,000
Private Warrants [Member]
Public Offering (Details) [Line Items]
Price per warrant	$ 1.5
Class A Ordinary Share [Member]
Public Offering (Details) [Line Items]
Par value (in Dollars) | $	$ 0.0001
Business Combination [Member]
Public Offering (Details) [Line Items]
Business Combination, description	Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation.

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details) - Schedule of weighted average number of shares issued outstanding - USD ($) $ / shares in Units, $ in Thousands	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Earnings (Loss) Per Share (Details) - Schedule of weighted average number of shares issued outstanding [Line Items]
Net earnings (loss) for the period (in Dollars)	$ (664)	$ 894
Less - interest earned on marketable securities held in trust account (in Dollars)	(2)	(1,861)
Net loss excluding interest (in Dollars)	$ (666)	$ (967)
Numerator:
Net loss excluding interest	(336)	(774)
Accretion on Class A ordinary shares subject to possible redemption to redemption amount ("Accretion")	2,532	1,861
Total	2,196	1,087
Denominator:
Weighted average of class A ordinary shares subject to possible redemption	2,915,430	12,650,000
Numerator:
Net loss excluding interest	(329)	(193)
Accretion (in Dollars)	$ (2,532)
Total (in Dollars)	$ (2,841)	$ (193)
Denominator:
Weighted average of Class B ordinary shares outstanding (in Dollars per share)	$ 2,853,662	$ 3,162,500
Class A Ordinary Share [Member]
Denominator:
Basic and diluted earnings per Class A ordinary share subject to possible redemption (in Dollars per share)	0.75	0.09
Class B Ordinary Share [Member]
Denominator:
Basic and diluted loss per Class B ordinary share (in Dollars per share)	$ (1)	$ (0.06)

Earnings (Loss) Per Share (De_2

Earnings (Loss) Per Share (Details) - Schedule of weighted average number of shares issued outstanding (Parentheticals) - $ / shares	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A Ordinary Share [Member]
Earnings (Loss) Per Share (Details) - Schedule of weighted average number of shares issued outstanding (Parentheticals) [Line Items]
Diluted earnings per shares	$ 0.75	$ 0.09
Class B Ordinary Share [Member]
Earnings (Loss) Per Share (Details) - Schedule of weighted average number of shares issued outstanding (Parentheticals) [Line Items]
Diluted loss per shares	$ (1)	$ (0.06)

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended
	Mar. 16, 2022	May 21, 2021	Oct. 31, 2021	May 31, 2021	Dec. 31, 2022
Related Party Transactions (Details) [Line Items]
Price per share					$ 11.5
Payment for rent per month (in Dollars)		$ 10
Principal amount (in Dollars)	$ 450
Conversion price per warrant	$ 1.5
Exercise price	11.5
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Founders shares (in Shares)				2,875,000
Aggregate purchase price (in Dollars)				$ 25
Price per share				$ 0.009
Stock share dividend			$ 0.1
Aggregate of founder shares outstanding (in Shares)			3,162,500
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares, par value	$ 0.0001
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Principal amount (in Dollars)	$ 150

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Deferred underwriting percentage	3.50%
Gross proceeds	$ 4,428

Capital Deficiency (Details)

Capital Deficiency (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	May 14, 2021	Oct. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Capital Deficiency (Details) [Line Items]
Issued and sold an aggregate shares			12,650,000
Price per share (in Dollars per share)			$ 10
Consideration amount (in Dollars)	$ 25		$ 126,500
Share dividend of founder shares outstanding (in Dollars per share)		$ 0.1
Aggregate of founder shares outstanding		3,162,500
Preferred stock, shares authorized			5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares issued
Class A Ordinary Shares [Member]
Capital Deficiency (Details) [Line Items]
Ordinary shares, authorized			500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Class B Ordinary Shares [Member]
Capital Deficiency (Details) [Line Items]
Ordinary shares, authorized			50,000,000	50,000,000
Ordinary shares, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Class B ordinary shares issued	2,875,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001

Subsequent Event (Details)

Subsequent Event (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Convertible Promissory Note [Member]
Subsequent Event (Details) [Line Items]
Convertible promissory note principal amount	$ 450