Rose Hill Acquisition (ROSE) 10-K 31 Mar 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023
Entity Listings [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity File Number	001-40900
Entity Registrant Name	ROSE HILL ACQUISITION CORPORATION
Entity Central Index Key	0001870129
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	981 Davis Dr NW
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30327
City Area Code	607
Local Phone Number	279 2371
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float	$ 144,325,000
Auditor Firm ID	243
Auditor Name	BDO USA, LLP
Auditor Location	New York, New York
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	ROSEU
Security Exchange Name	NASDAQ
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	ROSE
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		4,256,984
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	ROSEW
Security Exchange Name	NASDAQ
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		1,031,250

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 96,119	$ 658,747
Prepaid expenses	104,905	369,137
Due from affiliates	25,000	25,000
Total current assets	226,024	1,052,884
NON - CURRENT ASSETS
Prepaid expenses - non-current assets	0	104,905
Investments held in Trust Account	148,742,661	146,627,729
Total Non - Current Assets	148,742,661	146,732,634
TOTAL ASSETS	148,968,685	147,785,518
CURRENT LIABILITIES
Accounts payable and accrued expenses	223,997	51,264
Total current liabilities	223,997	51,264
LONG TERM LIABILITIES
Derivative warrant liabilities	1,328,750	6,528,456
Deferred underwriting fee payable	7,187,500	7,187,500
Total long term liabilities	8,516,250	13,715,956
Total liabilities	8,740,247	13,767,220
COMMITMENTS AND CONTINGENCIES (NOTE 6)
Class A ordinary shares subject to possible redemption, $0.0001 par value, 14,375,000 shares at redemption value at December 31, 2022 and December 31, 2021, respectively	148,742,661	146,625,000
SHAREHOLDERS' DEFICIT
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding at December 31, 2022 and December 31, 2021	0	0
Additional paid-in capital	0	0
Accumulated deficit	(8,514,726)	(12,607,205)
Total shareholders' deficit	(8,514,223)	(12,606,702)
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT	148,968,685	147,785,518
Class A Ordinary Shares [Member]
SHAREHOLDERS' DEFICIT
Ordinary shares	0	0
Class B Ordinary Shares [Member]
SHAREHOLDERS' DEFICIT
Ordinary shares	$ 503	$ 503

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Ordinary shares subject to possible redemption (in shares)	19,406,250
SHAREHOLDERS' DEFICIT
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized (in shares)	2,000,000	2,000,000
Preference shares, shares issued (in shares)	0	0
Preference shares, shares outstanding (in shares)	0	0
Class A Ordinary Shares [Member]
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Ordinary shares subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares subject to possible redemption (in shares)	14,375,000	14,375,000
SHAREHOLDERS' DEFICIT
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares,, shares authorized (in shares)	200,000,000	200,000,000
Ordinary shares, shares issued (in shares)	0	0
Ordinary shares, shares outstanding (in shares)	0	0
Class B Ordinary Shares [Member]
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT
Ordinary shares subject to possible redemption (in shares)	5,031,250
SHAREHOLDERS' DEFICIT
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares,, shares authorized (in shares)	20,000,000	20,000,000
Ordinary shares, shares issued (in shares)	5,031,250	5,031,250
Ordinary shares, shares outstanding (in shares)	5,031,250	5,031,250

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
OPERATING EXPENSES
General and administrative expenses	$ 275,094	$ 1,106,786
Loss from operations	(275,094)	(1,106,786)
Other income (expense):
Interest income on investments held in Trust Account and other interest	2,739	2,117,220
Change in fair value of warrants	6,157,844	5,199,706
Offering costs related to warrant issuance	(550,500)	0
Total other income, net	5,610,083	7,316,926
Net income	$ 5,334,989	$ 6,210,140
Weighted average shares outstanding, basic (in shares)		19,406,250
Weighted average shares outstanding, diluted (in shares)		19,406,250
Class A Ordinary Shares [Member]
Other income (expense):
Weighted average shares outstanding, basic (in shares)	3,788,357	14,375,000
Basic net income (loss) per share (in dollars per share)	$ 2.51	$ 0.36
Weighted average shares outstanding, diluted (in shares)	3,788,357	14,375,000
Diluted net income (loss) per share (in dollars per share)	$ 2.51	$ 0.36
Class B Ordinary Shares [Member]
Other income (expense):
Weighted average shares outstanding, basic (in shares)	3,614,508	5,031,250
Basic net income (loss) per share (in dollars per share)	$ (1.15)	$ 0.21
Weighted average shares outstanding, diluted (in shares)	3,614,508	5,031,250
Diluted net income (loss) per share (in dollars per share)	$ (1.15)	$ 0.21

STATEMENTS OF CHANGES IN ORDINA

STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - USD ($)	Ordinary Shares [Member] Class A Ordinary Shares Subject to Possible Redeemable [Member]	Ordinary Shares [Member] Class B Ordinary Shares Subject to Possible Redeemable [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Mar. 28, 2021	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Mar. 28, 2021	0	0	0
Issuance of Class B ordinary shares to initial stockholders	$ 0	$ 503	$ 0	24,497		25,000
Issuance of Class B ordinary shares to initial stockholders (in shares)	0	5,031,250	0
Issuance of Class A ordinary shares, net of offering cost	$ 126,877,109	$ 0	$ 0	0	0	0
Issuance of Class A ordinary shares, net of offering cost (in shares)	14,375,000	0	0
Deemed capital contribution from sale of private placement warrants	$ 0	$ 0	$ 0	1,781,200	0	1,781,200
Accretion for Class A Ordinary shares to redemption value	19,747,891	0	0	(1,805,697)	(17,942,194)	(19,747,891)
Net Income	0	0	0	0	5,334,989	5,334,989
Ending balance at Dec. 31, 2021	$ 146,625,000	$ 503	$ 0	0	(12,607,205)	(12,606,702)
Ending balance (in shares) at Dec. 31, 2021	14,375,000	5,031,250	0
Remeasurement of redeemable Class A ordinary shares to redemption value	$ 2,117,661	$ 0	$ 0	0	(2,117,661)	(2,117,661)
Net Income	0	0	0	0	6,210,140	6,210,140
Ending balance at Dec. 31, 2022	$ 148,742,661	$ 503	$ 0	$ 0	$ (8,514,726)	$ (8,514,223)
Ending balance (in shares) at Dec. 31, 2022	14,375,000	5,031,250	0

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net Income	$ 5,334,989	$ 6,210,140
Adjustments to reconcile income to net cash used in operating activities:
Interest income on investments held in Trust Account	(2,729)	0
Change in fair value of warrants	(6,157,844)	(5,199,706)
Offering costs related to warrant issuance	550,500	0
Changes in operating assets and liabilities:
Prepaid from expenses and other assets	(474,042)	369,137
Due to affiliates	(25,000)	0
Accounts payable and accrued expenses	51,264	172,733
Net cash provided by (used in) operating activities	(722,862)	1,552,304
Cash Flows from Investing Activities:
Cash deposited to Trust Account	(146,625,000)	0
Purchase of marketable securities	0	(2,114,932)
Net cash used in investing activities	(146,625,000)	(2,114,932)
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriters' discount	140,875,000	0
Proceeds from Private Placement Warrant	7,625,000	0
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000	0
Payment of offering costs	(518,391)	0
Net cash provided by financing activities	148,006,609	0
Net Change in Cash	658,747	(562,628)
Cash - Beginning of period	0	658,747
Cash - End of period	658,747	96,119
Non-cash investing and financing activities:
Deferred underwriting commissions payable charged to additional paid in capital	7,187,500	0
Remeasurement of redeemable Class A ordinary shares to redemption value	$ (19,747,891)	$ 2,117,661

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 Rose Hill Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on March 29, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating an Initial Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022, relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the IPO, the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on October 13, 2021. On October 18, 2021, the Company consummated the IPO of 12,500,000 units (“Units”) with respect to the Class A ordinary shares included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $125,000,000, which is discussed in Note 3. The Company had until January 18, 2023, 15 months from the closing of the IPO (“Combination Period”) to complete an Initial Business Combination. On January 12, 2023, as disclosed in the Company’s Form 8-K dated January 13, 2023, the shareholders approved to amend the Articles of Association to extend the date by which the Company must complete its Initial Business Combination from January 18, 2023, to July 18, 2023 (“Extension Proposal”). In connection with the votes to approve the Extension Proposal, the holders of 14,118,106 Class A ordinary shares of the Company properly exercised their right to redeem their shares. Following such redemption, the amount of funds remaining in the Company’s trust account is approximately $2.8 million Simultaneously with the closing of the IPO, the Company consummated the sale of 5,500,000 warrants (“Private Placement Warrants”) at a price of $1.25 per Private Placement Warrant in a private placement to the Company’s sponsor, Rose Hill Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), and J.V.B Financial Group, LLC (“Cohen”) generating gross proceeds of $6,875,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 1,875,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $18,750,000. Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 600,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $750,000. Offering costs for the IPO and over allotment amounted to $10,580,891, consisting of $2,099,451 (net of $775,549 reimbursed by the underwriters) of underwriting fees, $7,187,500 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $1,293,940 of other costs. As described in Note 6, the $7,187,500 of deferred underwriting fee payable is contingent upon the consummation of an Initial Business Combination, subject to the terms of the underwriting agreement. Following the closing of the IPO, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants, including the amounts generated from the exercise of the underwriters’ over-allotment option, was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. There is no assurance that the Company will be able to complete an Initial Business Combination successfully. The Company must complete one or more Initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account at the time of the agreement to enter into the Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect an Initial Business Combination. 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 upon the completion of an Initial Business Combination either (i) in connection with a shareholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an Initial 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 anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Initial Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with the rules of the SEC and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001 in connection with approval of an Initial Business Combination, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Initial Business Combination. If the Company seeks shareholder approval of the Initial Business Combination, the Company will proceed with an Initial Business Combination if a majority of the shares voted are voted in favor of the Initial Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing an Initial Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with an Initial 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 IPO in favor of approving an Initial 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, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete an Initial Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their shares of Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete an Initial Business Combination by July 18, 2023, 21 months from the closing of the IPO (“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 The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete an Initial Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete an Initial Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete an Initial 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.35 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity As of December 31, 2022, the Company had $96,119 in its operating bank accounts, $148,742,661 in cash and securities held in the Trust Account to be used for an Initial Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $2,027. Until the consummation of an Initial Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Initial Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Business Combination with Prize Business Combination Agreement On October 20, 2022, the Company entered into a Business Combination Agreement with Inversiones e Inmobilaria GHC Ltda, a limited liability company organized under the laws of Chile (“Prize”) and, for certain limited purposes, Alejandro García Huidobro Empresario Individual (“AGH”) (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), pursuant to which, and subject to the terms and conditions set forth therein, prior to the consummation of the Business Combination (as defined below), (i) Prize will cause to be incorporated under the laws of the Cayman Islands, (a) an exempted company with limited liability to serve as “PubCo” for all purposes under the Business Combination Agreement and (b) an exempted company with limited liability to serve as “Merger Sub” for all purposes under the Business Combination Agreement, (ii) Prize and AGH will cause to be incorporated under the laws of Chile, a simplified stock corporation that will serve as “HoldCo” for all purposes under the Business Combination Agreement, in each case, as a direct wholly owned subsidiary of Prize and (iii) promptly following the incorporation of PubCo, Merger Sub and HoldCo, Prize and AGH will consummate a pre-closing restructuring pursuant to which, among other things, all subsidiaries of Prize will become direct or indirect subsidiaries of HoldCo, HoldCo will become a wholly owned subsidiary of Merger Sub, and Merger Sub will become a wholly owned subsidiary of Prize (collectively, the “Pre-Closing Restructuring”). Following the Pre-Closing Restructuring, at the closing of the Business Combination, (i) the Company will be merged with and into PubCo with PubCo continuing as the surviving entity (the “First Merger”) and (ii) subsequent to the First Merger, Merger Sub will be merged with and into PubCo with PubCo continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”) (such transactions and those otherwise contemplated by the Business Combination Agreement, collectively, the “Business Combination”). The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the Business Combination, are summarized below. Capitalized terms used in this Annual Report but not otherwise defined herein have the meanings given to them in the Business Combination Agreement, which is included as an exhibit to this Annual Report. Consideration In accordance with the terms and subject to the conditions of the Business Combination Agreement, by virtue of the First Merger, (i) each Rose Hill ordinary share that is issued and outstanding immediately prior to the First Merger will be converted into one validly issued, fully paid and non-assessable PubCo ordinary share, and (ii) all outstanding warrants to purchase ordinary shares of Rose Hill will be converted into warrants to purchase the same number of PubCo ordinary shares and all rights with respect to Rose Hill ordinary shares under such Rose Hill warrants will be converted into rights with respect to the applicable PubCo ordinary shares. In accordance with the terms and subject to the conditions of the Business Combination Agreement, by virtue of the Second Merger, each Merger Sub ordinary share that is issued and outstanding immediately prior to the Second Merger will be converted into a number of PubCo ordinary shares equal to the quotient of (i) the Equity Value, divided by (ii) the number of Merger Sub ordinary shares that are issued and outstanding immediately prior to the Second Merger, divided by (iii) $10.00. The “Equity Value” under the Business Combination Agreement is an amount equal to (i) $328,000,000, minus (ii) the lesser of (a) the aggregate amount of transaction expenses (the “Specified Transaction Expenses”) of Prize and the Company (other than those expenses incurred in respect of obtaining an equity line of credit or similar financing arrangement to be in place and available to PubCo as of the closing of the Business Combination (“Closing”)) and (b) $10,000,000. In the event that the Specified Transaction Expenses exceed $10,000,000, then the number of PubCo ordinary shares otherwise issuable to Rose Hill Sponsor LLC (the “Sponsor”) under the Business Combination Agreement will be decreased by a number of shares equal to the amount of such excess divided by $10.00. Earn-Out Shares If, at any time following the Closing, the daily volume-weighted average price (“VWAP”) of PubCo ordinary shares is greater than or equal to (a) $18.00, (b) $22.00, (c) $26.00, or (d) $30.00 in each case, over any thirty forty-five forty-five Registration Rights and Lock-up Agreement In connection with the Closing of the Business Combination Agreement, PubCo, the Sponsor, Prize and certain other parties thereto will enter into a registration rights and lock-up agreement (the “Registration Rights and Lock-Up Agreement”), which, among other things, (i) effective as of the Closing, terminates and replaces the current registration rights agreement, dated as of October 13, 2021, by and among Rose Hill, the Sponsor and the other parties thereto, (ii) provides that PubCo will be obligated to file a registration statement to register the resale of certain PubCo ordinary shares held by Sponsor, Prize and certain other parties thereto, at the consummation of the Business Combination, (iii) provides certain parties thereto including Prize, certain demand and piggyback registration rights, and (iv) provides for certain restrictions on transfer relating to PubCo ordinary shares and warrants to purchase PubCo ordinary shares held by Sponsor, Prize and certain parties thereto. Company Support Agreement In connection with the execution of the Business Combination Agreement, Rose Hill, Prize and AGH have entered into a company support agreement (the “Company Support Agreement”) pursuant to which, among other things, AGH has agreed to (a) vote his Merger Sub ordinary shares in favor of the approval and adoption of the Business Combination Agreement and the Business Combination and (b) certain transfer restrictions with respect to his Merger Sub ordinary shares and shares of Prize. Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed, among other things, to (i) certain restrictions on transfer relating to its ordinary shares of Rose Hill prior to the Closing as set forth therein, (ii) not redeem any of its shares of Rose Hill in connection with the vote to approve the Business Combination or any proposal to extend the date by which Rose Hill must complete an Initial Business Combination, (iii) vote in favor of the Mergers and the other transactions and against any alternative transaction, (iv) waive certain anti-dilution provisions contained in Rose Hill’s Articles in connection with the Mergers and (v) subject a certain number of its Class B ordinary shares of Rose Hill to vesting. Standby Equity Purchase Agreement In connection with the execution of the Business Combination Agreement and for purposes of obtaining equity financing on behalf of PubCo at Closing, Prize entered into a standby equity purchase agreement with a financial investor and affiliate of Yorkville Advisors (the “Investor”), pursuant to which, among other things, at the Closing, PubCo will have the right (but not the obligation) to sell to the Investor, and the Investor will purchase from PubCo, up to $150,000,000 of PubCo ordinary shares at a purchase price of 97% of the Market Price (as defined therein) of the PubCo ordinary shares, subject to the terms and conditions set forth therein. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that it is reasonably possible that COVID-19 could have a negative effect on completing the IPO and subsequently identifying a target company for an Initial Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Summary of Significant 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 (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. 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. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $96,119 and $658,747 of cash and no cash equivalents as of December 31, 2022 and 2021, respectively. Investments Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held U.S. Money Market Funds primarily invested in U.S. Treasury obligations. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ partial exercise of the over-allotment option, amounted to $10,580,891 (including $1,312,500 of underwriting fees charged on the over-allotment exercise). Of this amount, $10,030,391 was charged to reduce the carrying amount of Class A Redeemable shares upon the completion of the IPO and $550,500 was expensed due to allocating certain offering costs to the warrant liability. 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 accompanying balance sheet, primarily due to their short-term nature. 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 Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP stablishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, 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. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. The provision for income taxes was deemed to be de minimis for the period ended December 31, 2022 and 2021. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 14,375,000 shares of Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Net Income (Loss) per Ordinary Share T he Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 13,287,500 ordinary shares at $11.50 per share were issued on October 18, 2021. At December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 13,287,500 potential shares of Class A ordinary shares for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary shares is the same as basic net income per ordinary shares for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of share For the year ended December 31, 2022: Net income $ 6,210,140 Less: Accretion of temporary equity to redemption value (2,114,932 ) Net income excluding accretion of temporary equity to redemption $ 4,095,208 Class A Class B Total Total number of shares 14,375,000 5,031,250 19,406,250 Ownership percentage 74 % 26 % Total income allocated $ 4,600,104 $ 1,610,036 $ 6,210,140 Less: Accretion allocated based on ownership percentage (1,566,616 ) (548,316 ) (2,114,932 ) Plus: Accretion applicable to Class A redeemable shares 2,114,932 — 2,114,932 Total income by class $ 5,148,420 $ 1,061,720 $ 6,210,140 Weighted Average Shares outstanding 14,375,000 5,031,250 19,406,250 Income per share $ 0.36 $ 0.21 For the period from March 29, 2021 (inception) through December 31, 2021: For the period March 29, 2021 (inception) through December 31, 2021 Net loss from inception to IPO date (March 29, 2021) $ (588,125 ) Net income from IPO date to year-end 5,923,114 Total income from inception to year-end 5,334,989 Less: Accretion of Class A redeemable shares to redemption value (19,747,891 ) Net loss including accretion of Class A redeemable shares to redemption value $ (14,412,902 ) Class A Ordinary share Class B Ordinary share Total Total income allocated $ 4,387,492 $ 947,497 $ 5,334,989 Less: Accretion allocated based on ownership percentage (14,628,067 ) (5,119,824 ) (19,747,891 ) Plus: Accretion applicable to Class A redeemable shares 19,747,891 — 19,747,891 Total income (loss) allocable by each class 9,507,315 (4,172,327 ) 5,334,989 Weighted Average Shares Outstanding including common stock subject to redemption 3,788,357 3,614,508 Basic and diluted net income (loss) per share $ 2.51 $ (1.15 ) Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment. Recent Accounting Pronouncements The Company’s 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 statements.

Initial Public Offering and Ove

Initial Public Offering and Over-Allotment	12 Months Ended
	Dec. 31, 2022
Initial Public Offering and Over-Allotment [Abstract]
Initial Public Offering and Over-Allotment	Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 14,375,000 units (including 1,875,000 units as part of the underwriters’ exercise of the over-allotment option) at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares (such shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), and one-half

Private Placement Warrants

Private Placement Warrants	12 Months Ended
	Dec. 31, 2022
Private Placement Warrants [Abstract]
Private Placement Warrants	Note 4 — Private Placement Warrants On October 18, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 6,100,000 warrants (the “Placement Warrants”) in a private placement transaction at a price of $1.25 per Placement Warrant, generating gross proceeds of $7,625,000. The Placement Warrants were purchased by Cantor (805,000 Placement Warrants), Cohen (345,000 Placement Warrants) and Sponsor (4,950,000 Placement Warrants). Each whole Placement Warrant will be exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On June 15, 2021, the Sponsor purchased 5,031,250 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 (“Class B ordinary shares”) for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in Note 8. Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment, at any time. The initial shareholders agreed to forfeit up to 656,250 Founder Shares to the extent that the 45-day over-allotment option was not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in full, the Sponsor did not forfeit any Founder Shares. The initial shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Related Party Loans On June 15, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO. At December 31, 2022 and 2021, the Company had no outstanding borrowings under the Note. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.25 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there were no Working Capital Loans outstanding. Support Services The Company pays for services related to office space a fee of up to $10,000 per month following the consummation of the IPO until the earlier of the consummation of the Initial Business Combination or liquidation. In addition, the Company may make payments of up to $13,000 per month to members of the management team for services rendered to the Company commencing on the date that the Company's securities are first listed on Nasdaq through the earlier of consummation of the Initial Business Combination and our liquidation. For the year ended December 31, 2022, and for the period from March 29, 2021 (inception) through December 31, 2021, $145,000 and $30,000, respectively, has been incurred under the agreeement.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A ordinary shares) pursuant to a registration rights agreement signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,875,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On October 18, 2021, the underwriters fully exercised their over-allotment option and purchased 1,875,000 units at $10.00 per unit. The underwriters were paid a cash underwriting discount of $0.20 per unit, or $2,875,000 in the aggregate at the closing of the IPO (which includes $375,000 related to the exercise of the over-allotment option), of which $775,549 was reimbursed to the Company to pay for additional advisors and expenses. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.50 per unit, or $7,187,500 (which includes $937,500 related to the exercise of the over-allotment option) from the closing of the IPO. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On October 20, 2022, the Company entered into a Business Combination Agreement by and among Prize AGH for certain limited purposes. Shareholder Approvals On January 12, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”). The shareholders approved the proposal (“Extension Proposal”), as a special resolution, to amend the Articles of Association to extend the date by which the Company must complete its Initial Business Combination from January 18, 2023, to July 18, 2023. Additionally, the shareholders approved the proposal, as a special resolution, to amend the Articles of Association to acknowledge and clarify that pursuant to the Articles of Association, approval of the Company’s Initial Business Combination requires an ordinary resolution (“Clarification Proposal”). In connection with the votes to approve the Extension Proposal and the Clarification Proposal, the holders of 14,118,106 Class A ordinary shares of the Company properly exercised their right to redeem their shares. Following such redemption, the amount of funds remaining in the Company’s Trust Account is approximately $2.8 million

Shareholder's Equity

Shareholder's Equity	12 Months Ended
	Dec. 31, 2022
Shareholders' Equity [Abstract]
Shareholders' Equity	Note 7 — Shareholders’ Equity Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Holders of shares of Class A ordinary shares and shares of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders. The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the Initial Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the IPO plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time. Preference Shares

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2022
Warrant Liabilities [Abstract]
Warrant Liabilities	Note 8—Warrant Liabilities Warrants Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): • 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, which we refer to as the “30-day redemption period”; and • if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants— Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor, Canto, Cohen or their permitted transferees. The “fair market value” of our Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. Any redemption of the warrants for Class A ordinary shares will apply to both the public warrants and the private placement warrants. No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled “Description of Securities—Warrants—Public Shareholders’ Warrants” for additional information. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the shares of ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an Initial Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of ordinary shares or equity-linked securities. The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815—40, and thus the Private Placement Warrants are not considered indexed to the Company’s own share and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon issuance of the warrants at the closing of the IPO. Accordingly, the Company classified each warrant as a liability at its fair value. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: At December 31, 2022 and 2021, assets held in the Trust Account were comprised of U.S. Money Market Funds primarily invested in U.S. Treasury obligations. At December 31, 2022 and 2021, there were 7,187,500 Public Warrants and 6,100,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis indicating the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. DECEMBER Level 1 Level 2 Level 3 Assets: U.S. Money Market Funds $ 148,742,661 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 718,750 $ — $ — Warrant Liability - Private Warrants $ — $ 610,000 $ — DECEMBER 31, 2021: Level 1 Level 2 Level 3 Assets: U.S. Money Market Funds $ 146,627,729 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 3,521,156 $ — $ — Warrant Liability - Private Warrants $ — $ — $ 3,007,300 The Company has determined that warrants issued in connection with its IPO in October 2021 are subject to treatment as a liability. The estimated fair value of the warrant liability is determined using Level 1, Level 2 and Level 2 inputs. At December 31, 2022 and 2021 the fair value of the Public Warrants was based on quoted market prices in an active market. At December 31, 2021, the fair value of the Private Warrants was determined using a Monte Carlo simulation model. The key assumptions in the pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. At December 31, 2022 and 2021, the Public Warrants valuation was based on publicly traded prices. The Public Warrants were valued at $0.10 and and 2021, respectively The fair value of the Public Warrants issued in connection with the IPO and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the IPO have been measured based on the listed market price of such warrants since December 6, 2021. The fair value of the Private Placement Warrants has subsequently been measured by reference to the trading price of the Public Warrants, which is considered a Level 2 fair value measurement. The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2021. The change in volatility is due to changes in the comparable companies, mainly the inclusion of the value of the Company’s Public Warrants since the closing of the IPO. December 31, 2021 Share Price $ 9.92 Exercise Price $ 11.50 Redemption trigger price $ 18.00 Term (years) 5.79 Probability of Acquisition 100.00 % Volatility 8.2 % Risk Free Rate 1.32 % Dividend Yield 0 The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from March 29, 2021 (inception) through December 31, 2022 is summarized as follows: Derivative warrant liabilities at March 29, 2021 (inception) $ — Issuance of Private Warrants—Level 3 measurements 5,843,800 Change in fair value of derivative warrant liabilities with Level 3 inputs (2,836,500 ) Derivative warrant liabilities at December 31, 2021 with Level 3 inputs $ 3,007,300 Transfer out of level 3 (3,007,300 ) Derivative warrant liabilities at December 31, 2022 with Level 3 inputs $ — At December 31, 2022 and December 31, 2021 Public and $0.10 and respectively

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events On January 12, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”). The shareholders approved the proposal (“Extension Proposal”), as a special resolution, to amend the Articles of Association to extend the date by which the Company must complete its Initial Business Combination from January 18, 2023, to July 18, 2023. Additionally, the shareholders approved the proposal, as a special resolution, to amend the Articles of Association to acknowledge and clarify that pursuant to the Articles of Association, approval of the Company’s Initial Business Combination requires an ordinary resolution (“Clarification Proposal”). In connection with the votes to approve the Extension Proposal and the Clarification Proposal, the holders of 14,118,106 Class A ordinary shares of the Company properly exercised their right to redeem their shares. Following such redemption, the amount of funds remaining in the Company’s Trust Account is approximately $2.8 million. On January 24, 2023, the Company received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with certain requirements of the Nasdaq Listing Rules set forth in (i) 5450(b)(2)(B), requiring a minimum of 1,100,000 Publicly Held Shares, (ii) Listing Rule 5450(b)(2)(A), requiring a minimum of $50 million Market Value of Listed Securities, (iii) Listing Rule 5450(b)(2)(C), requiring a minimum of $15 million in Market Value of Publicly Held Shares and (iv) Listing Rule 5450(a)(2), requiring a minimum of 400 Total Holders (collectively, the “Nasdaq Listing Rules”). Based on the Company’s plan to regain compliance with the Nasdaq Listing Rules (the “Plan”) submitted to Nasdaq on February 7, 2023 and February 24, 2023, Nasdaq granted the Company an extension until July 24, 2023, to regain compliance with the Nasdaq Listing Rules. The terms of the extension require that the Company file on or before July 24, 2023, with the SEC and Nasdaq, a public document showing that the Company has regained compliance with the Nasdaq Listing Rules. In the event the Company does not regain compliance with the Nasdaq Listing Rules, Nasdaq will provide written notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Listing Qualifications Panel.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Summary of Significant 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 (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. 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. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates.
Cash and cash equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $96,119 and $658,747 of cash and no cash equivalents as of December 31, 2022 and 2021, respectively.
Investments Held in Trust Account	Investments Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held U.S. Money Market Funds primarily invested in U.S. Treasury obligations. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ partial exercise of the over-allotment option, amounted to $10,580,891 (including $1,312,500 of underwriting fees charged on the over-allotment exercise). Of this amount, $10,030,391 was charged to reduce the carrying amount of Class A Redeemable shares upon the completion of the IPO and $550,500 was expensed due to allocating certain offering costs to the warrant liability.
Financial Instruments	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 accompanying balance sheet, primarily due to their short-term nature.
Concentration of Credit Risk	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 Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP stablishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
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”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, 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. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. The provision for income taxes was deemed to be de minimis for the period ended December 31, 2022 and 2021.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 14,375,000 shares of Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share T he Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 13,287,500 ordinary shares at $11.50 per share were issued on October 18, 2021. At December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 13,287,500 potential shares of Class A ordinary shares for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary shares is the same as basic net income per ordinary shares for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of share For the year ended December 31, 2022: Net income $ 6,210,140 Less: Accretion of temporary equity to redemption value (2,114,932 ) Net income excluding accretion of temporary equity to redemption $ 4,095,208 Class A Class B Total Total number of shares 14,375,000 5,031,250 19,406,250 Ownership percentage 74 % 26 % Total income allocated $ 4,600,104 $ 1,610,036 $ 6,210,140 Less: Accretion allocated based on ownership percentage (1,566,616 ) (548,316 ) (2,114,932 ) Plus: Accretion applicable to Class A redeemable shares 2,114,932 — 2,114,932 Total income by class $ 5,148,420 $ 1,061,720 $ 6,210,140 Weighted Average Shares outstanding 14,375,000 5,031,250 19,406,250 Income per share $ 0.36 $ 0.21 For the period from March 29, 2021 (inception) through December 31, 2021: For the period March 29, 2021 (inception) through December 31, 2021 Net loss from inception to IPO date (March 29, 2021) $ (588,125 ) Net income from IPO date to year-end 5,923,114 Total income from inception to year-end 5,334,989 Less: Accretion of Class A redeemable shares to redemption value (19,747,891 ) Net loss including accretion of Class A redeemable shares to redemption value $ (14,412,902 ) Class A Ordinary share Class B Ordinary share Total Total income allocated $ 4,387,492 $ 947,497 $ 5,334,989 Less: Accretion allocated based on ownership percentage (14,628,067 ) (5,119,824 ) (19,747,891 ) Plus: Accretion applicable to Class A redeemable shares 19,747,891 — 19,747,891 Total income (loss) allocable by each class 9,507,315 (4,172,327 ) 5,334,989 Weighted Average Shares Outstanding including common stock subject to redemption 3,788,357 3,614,508 Basic and diluted net income (loss) per share $ 2.51 $ (1.15 )
Accounting for Warrants	Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s 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 statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]
Basic and Diluted Net Income (Loss) Per Ordinary Share	For the year ended December 31, 2022: Net income $ 6,210,140 Less: Accretion of temporary equity to redemption value (2,114,932 ) Net income excluding accretion of temporary equity to redemption $ 4,095,208 Class A Class B Total Total number of shares 14,375,000 5,031,250 19,406,250 Ownership percentage 74 % 26 % Total income allocated $ 4,600,104 $ 1,610,036 $ 6,210,140 Less: Accretion allocated based on ownership percentage (1,566,616 ) (548,316 ) (2,114,932 ) Plus: Accretion applicable to Class A redeemable shares 2,114,932 — 2,114,932 Total income by class $ 5,148,420 $ 1,061,720 $ 6,210,140 Weighted Average Shares outstanding 14,375,000 5,031,250 19,406,250 Income per share $ 0.36 $ 0.21 For the period from March 29, 2021 (inception) through December 31, 2021: For the period March 29, 2021 (inception) through December 31, 2021 Net loss from inception to IPO date (March 29, 2021) $ (588,125 ) Net income from IPO date to year-end 5,923,114 Total income from inception to year-end 5,334,989 Less: Accretion of Class A redeemable shares to redemption value (19,747,891 ) Net loss including accretion of Class A redeemable shares to redemption value $ (14,412,902 ) Class A Ordinary share Class B Ordinary share Total Total income allocated $ 4,387,492 $ 947,497 $ 5,334,989 Less: Accretion allocated based on ownership percentage (14,628,067 ) (5,119,824 ) (19,747,891 ) Plus: Accretion applicable to Class A redeemable shares 19,747,891 — 19,747,891 Total income (loss) allocable by each class 9,507,315 (4,172,327 ) 5,334,989 Weighted Average Shares Outstanding including common stock subject to redemption 3,788,357 3,614,508 Basic and diluted net income (loss) per share $ 2.51 $ (1.15 )

Fair Value Measurements - (Tabl

Fair Value Measurements - (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis indicating the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. DECEMBER Level 1 Level 2 Level 3 Assets: U.S. Money Market Funds $ 148,742,661 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 718,750 $ — $ — Warrant Liability - Private Warrants $ — $ 610,000 $ — DECEMBER 31, 2021: Level 1 Level 2 Level 3 Assets: U.S. Money Market Funds $ 146,627,729 $ — $ — Liabilities: Warrant Liability - Public Warrants $ 3,521,156 $ — $ — Warrant Liability - Private Warrants $ — $ — $ 3,007,300
Level 3 Fair Value Measurement Inputs	The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2021. The change in volatility is due to changes in the comparable companies, mainly the inclusion of the value of the Company’s Public Warrants since the closing of the IPO. December 31, 2021 Share Price $ 9.92 Exercise Price $ 11.50 Redemption trigger price $ 18.00 Term (years) 5.79 Probability of Acquisition 100.00 % Volatility 8.2 % Risk Free Rate 1.32 % Dividend Yield 0
Changes in Fair Value of Level 3 Warrant Liabilities	The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from March 29, 2021 (inception) through December 31, 2022 is summarized as follows: Derivative warrant liabilities at March 29, 2021 (inception) $ — Issuance of Private Warrants—Level 3 measurements 5,843,800 Change in fair value of derivative warrant liabilities with Level 3 inputs (2,836,500 ) Derivative warrant liabilities at December 31, 2021 with Level 3 inputs $ 3,007,300 Transfer out of level 3 (3,007,300 ) Derivative warrant liabilities at December 31, 2022 with Level 3 inputs $ —

Description of Organization a_2

Description of Organization and Business Operations, Summary (Details)			9 Months Ended	12 Months Ended
	Jan. 12, 2023 USD ($) shares	Oct. 18, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) Business $ / shares
Description of Organization and Business Operations [Abstract]
Gross proceeds from initial public offering			$ 140,875,000	$ 0
Period to complete initial business combination after closing of initial public offering				15 days
Proceeds from issuance of common stock			25,000	$ 0
Proceeds from issuance of warrants			7,625,000	0
Deferred underwriting commissions		$ 7,187,500
Payments to acquire marketable securities			$ 0	$ 2,114,932
Term of restricted investments				180 days
Net tangible assets threshold for redeeming Public Shares				$ 5,000,001
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period				100%
Period to complete business combination after closing of initial public offering				21 months
Period to redeem public shares if business combination is not completed within initial combination period				10 days
Subsequent Event [Member]
Description of Organization and Business Operations [Abstract]
Redemption amount of funds remaining in trust account	$ 2,800,000
Minimum [Member]
Description of Organization and Business Operations [Abstract]
Number of operating businesses included in initial business combination | Business				1
Fair market value as percentage of net assets held in trust account included in initial business combination				80%
Post-transaction ownership percentage of the target business				50%
Maximum [Member]
Description of Organization and Business Operations [Abstract]
Percentage of public shares that can be redeemed without prior consent				15%
Interest from trust account that can be held to pay dissolution expenses				$ 100,000
Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Warrants issued (in shares) | shares		5,500,000
Gross proceeds from private placement		$ 6,875,000
Class A Ordinary Shares [Member] | Subsequent Event [Member]
Description of Organization and Business Operations [Abstract]
Number of shares exercised right to redeem shares (in shares) | shares	14,118,106
Redemption amount of funds remaining in trust account	$ 2,800,000
IPO [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares		12,500,000
Shares price (in dollars per unit) | $ / shares		$ 10
Gross proceeds from initial public offering		$ 125,000,000
Offering costs		10,580,891
Payments for underwriting expense		2,099,451
Reimbursement of offering costs received from the underwriters		775,549
Deferred underwriting commissions		7,187,500
Other offering costs		1,293,940
Payments to acquire marketable securities		$ 146,625,000
Cash deposited in trust account per unit (in dollars per share) | $ / shares		$ 10.2
Temporary equity redemption price per share (in dollars per share) | $ / shares				$ 10.35
IPO [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Shares price (in dollars per unit) | $ / shares		$ 11.5
Warrants issued (in shares) | shares		13,287,500
IPO [Member] | Public Shares [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares		14,375,000
Shares price (in dollars per unit) | $ / shares		$ 10
Temporary equity redemption price per share (in dollars per share) | $ / shares				$ 10.2
Over-Allotment Option [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares		1,875,000
Shares price (in dollars per unit) | $ / shares		$ 10
Proceeds from issuance of common stock		$ 18,750,000
Deferred underwriting commissions		$ 937,500
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Description of Organization and Business Operations [Abstract]
Warrants issued (in shares) | shares		600,000
Proceeds from issuance of warrants		$ 750,000
Over-Allotment Option [Member] | Public Shares [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares		1,875,000
Shares price (in dollars per unit) | $ / shares		$ 10
Over-Allotment Option [Member] | Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Abstract]
Stock issued during period, (in shares) | shares		1,875,000
Private Placement [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Shares price (in dollars per unit) | $ / shares		$ 1.25
Warrants issued (in shares) | shares		6,100,000
Proceeds from issuance of warrants		$ 7,625,000

Description of Organization a_3

Description of Organization and Business Operations, Going Concern and Liquidity (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Going Concern and Liquidity [Abstract]
Cash at bank	$ 96,119	$ 658,747
Investments held in Trust Account	148,742,661	$ 146,627,729
Working capital	$ 2,027

Description of Organization a_4

Description of Organization and Business Operations, Business Combination with Prize (Details)		12 Months Ended
	Oct. 20, 2022 USD ($) Event $ / shares shares	Dec. 31, 2022
Consideration [Member] | Second Merger [Member]
Business Combination Agreement [Abstract]
Divided price (in dollars per share)	$ 10
Equity value under business combination agreement amount | $	$ 328,000,000
Specified transaction expenses | $	$ 10,000,000
Consideration [Member] | Second Merger [Member] | Sponsor [Member]
Business Combination Agreement [Abstract]
Divided price (in dollars per share)	$ 10
Specified transaction expenses | $	$ 10,000,000
Earn-Out Shares [Member]
Business Combination Agreement [Abstract]
Trading day period to volume weighted average price		30 days
Consecutive trading days		45 days
Ordinary shares, shares issued (in shares) | shares	2,948,800
Maximum shares received for prize (in shares) | shares	11,795,200
Number of earn out events | Event	4
Earn-Out Shares [Member] | Case 1 [Member]
Business Combination Agreement [Abstract]
Daily volume-weighted average price (in dollars per share)	$ 18
Earn-Out Shares [Member] | Case 2 [Member]
Business Combination Agreement [Abstract]
Daily volume-weighted average price (in dollars per share)	22
Earn-Out Shares [Member] | Case 3 [Member]
Business Combination Agreement [Abstract]
Daily volume-weighted average price (in dollars per share)	26
Earn-Out Shares [Member] | Case 4 [Member]
Business Combination Agreement [Abstract]
Daily volume-weighted average price (in dollars per share)	$ 30
Standby Equity Purchase Agreement [Member]
Business Combination Agreement [Abstract]
Market price	97%
Standby Equity Purchase Agreement [Member] | Maximum [Member]
Business Combination Agreement [Abstract]
Purchase price | $	$ 150,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash	$ 96,119	$ 658,747
Cash equivalents	$ 0	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies, Offering Costs associated with the Initial Public Offering (Details) - Initial Public Offering [Member]	Oct. 18, 2021 USD ($)
Offering Costs associated with the Initial Public Offering [Abstract]
Offering costs	$ 10,580,891
Underwriting fees	1,312,500
Offering costs allocated to warrant liability	550,500
Class A Ordinary Shares [Member]
Offering Costs associated with the Initial Public Offering [Abstract]
Offering costs	$ 10,030,391

Summary of Significant Accoun_6

Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0	$ 0

Summary of Significant Accoun_7

Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Common Stock Subject To Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption (in shares)	19,406,250
Class A Ordinary Shares [Member]
Common Stock Subject To Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption (in shares)	14,375,000	14,375,000

Summary of Significant Accoun_8

Summary of Significant Accounting Policies, Net Income (Loss) per Ordinary Share (Details)		2 Months Ended	7 Months Ended	9 Months Ended	12 Months Ended
	Oct. 18, 2021 $ / shares shares	Dec. 31, 2021 USD ($) shares	Oct. 18, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) Class $ / shares shares
Net Income (Loss) per Ordinary Share [Abstract]
Number of share classes reported | Class					2
Net income (loss)		$ 5,923,114	$ (588,125)	$ 5,334,989	$ 6,210,140
Less: Accretion of temporary equity to redemption value				(19,747,891)	(2,114,932)
Net income excluding accretion of temporary equity to redemption					$ 4,095,208
Net loss including accretion of Class A redeemable shares to redemption value				(14,412,902)
Total number of shares (in shares) | shares					19,406,250
Total income allocated				5,334,989	$ 6,210,140
Less: Accretion allocated based on ownership percentage				(19,747,891)	(2,114,932)
Plus: Accretion applicable to Class A redeemable shares				19,747,891	2,114,932
Total income (loss) by class				$ 5,334,989	$ 6,210,140
Weighted average shares outstanding, basic (in shares) | shares					19,406,250
Weighted average shares outstanding, diluted (in shares) | shares					19,406,250
Public Warrants [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Number of shares issued upon exercise of warrant (in shares) | shares					0
Private Placement Warrants [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Warrants issued (in shares) | shares	5,500,000
Number of shares issued upon exercise of warrant (in shares) | shares					0
Class A Ordinary Shares [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Total number of shares (in shares) | shares		14,375,000		14,375,000	14,375,000
Ownership percentage					74%
Total income allocated				$ 4,387,492	$ 4,600,104
Less: Accretion allocated based on ownership percentage				(14,628,067)	(1,566,616)
Plus: Accretion applicable to Class A redeemable shares				19,747,891	2,114,932
Total income (loss) by class				$ 9,507,315	$ 5,148,420
Weighted average shares outstanding, basic (in shares) | shares				3,788,357	14,375,000
Weighted average shares outstanding, diluted (in shares) | shares				3,788,357	14,375,000
Income (loss) per share, basic (in dollars per share) | $ / shares				$ 2.51	$ 0.36
Income (loss) per share, diluted (in dollars per share) | $ / shares				$ 2.51	$ 0.36
Class B Ordinary Shares [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Total number of shares (in shares) | shares					5,031,250
Ownership percentage					26%
Total income allocated				$ 947,497	$ 1,610,036
Less: Accretion allocated based on ownership percentage				(5,119,824)	(548,316)
Plus: Accretion applicable to Class A redeemable shares				0	0
Total income (loss) by class				$ (4,172,327)	$ 1,061,720
Weighted average shares outstanding, basic (in shares) | shares				3,614,508	5,031,250
Weighted average shares outstanding, diluted (in shares) | shares				3,614,508	5,031,250
Income (loss) per share, basic (in dollars per share) | $ / shares				$ (1.15)	$ 0.21
Income (loss) per share, diluted (in dollars per share) | $ / shares				$ (1.15)	$ 0.21
IPO [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Share price (in dollars per share) | $ / shares	$ 10		$ 10
IPO [Member] | Public Warrants [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Warrants issued (in shares) | shares	13,287,500
Share price (in dollars per share) | $ / shares	$ 11.5		11.5
IPO [Member] | Private Placement Warrants [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Warrants issued (in shares) | shares	13,287,500
Share price (in dollars per share) | $ / shares	$ 11.5		$ 11.5
IPO [Member] | Class A Ordinary Shares [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Number of shares issued upon exercise of warrant (in shares) | shares	1		1

Initial Public Offering and O_2

Initial Public Offering and Over-Allotment (Details) - $ / shares	Oct. 18, 2021	Dec. 31, 2022
Public Warrants [Member]
Initial Public Offering and Over-Allotment [Abstract]
Number of shares issued upon exercise of warrant (in shares)		0
Initial Public Offering [Member]
Initial Public Offering and Over-Allotment [Abstract]
Units issued (in shares)	12,500,000
Share price (in dollars per share)	$ 10
Initial Public Offering [Member] | Class A Ordinary Shares [Member]
Initial Public Offering and Over-Allotment [Abstract]
Number of securities included in each unit (in shares)	1
Number of shares issued upon exercise of warrant (in shares)	1
Initial Public Offering [Member] | Public Shares [Member]
Initial Public Offering and Over-Allotment [Abstract]
Units issued (in shares)	14,375,000
Share price (in dollars per share)	$ 10
Initial Public Offering [Member] | Public Warrants [Member]
Initial Public Offering and Over-Allotment [Abstract]
Share price (in dollars per share)	$ 11.5
Number of securities included in each unit (in shares)	0.50
Exercise price of warrant (in dollars per share)	$ 11.5
Over-Allotment Option [Member]
Initial Public Offering and Over-Allotment [Abstract]
Units issued (in shares)	1,875,000
Share price (in dollars per share)	$ 10
Over-Allotment Option [Member] | Public Shares [Member]
Initial Public Offering and Over-Allotment [Abstract]
Units issued (in shares)	1,875,000
Share price (in dollars per share)	$ 10

Private Placement Warrants (Det

Private Placement Warrants (Details) - USD ($)		9 Months Ended	12 Months Ended
	Oct. 18, 2021	Dec. 31, 2021	Dec. 31, 2022
Private Placement Warrants [Abstract]
Gross proceeds from issuance of warrants		$ 7,625,000	$ 0
Private Placement Warrants [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	5,500,000
Number of shares issued upon exercise of warrant (in shares)			0
Private Placement [Member] | Private Placement Warrants [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	6,100,000
Share price (in dollars per share)	$ 1.25
Gross proceeds from issuance of warrants	$ 7,625,000
Private Placement [Member] | Private Placement Warrants [Member] | Cantor [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	805,000
Private Placement [Member] | Private Placement Warrants [Member] | Cohen [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	345,000
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)	4,950,000
Class A Ordinary Shares [Member] | Private Placement [Member] | Private Placement Warrants [Member]
Private Placement Warrants [Abstract]
Number of shares issued upon exercise of warrant (in shares)	1
Exercise price of warrant (in dollars per share)	$ 11.5

Related Party Transactions, Fou

Related Party Transactions, Founder Shares (Details) - USD ($)			9 Months Ended	12 Months Ended
	Oct. 18, 2021	Jun. 15, 2021	Dec. 31, 2021	Dec. 31, 2022
Founder Shares [Abstract]
Proceeds from issuance of common stock			$ 25,000	$ 0
Over-Allotment Option [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock	$ 18,750,000
Class A Ordinary Shares [Member]
Founder Shares [Abstract]
Common stock par value (in dollars per share)			$ 0.0001	$ 0.0001
Threshold trading days				20 days
Threshold consecutive trading days				30 days
Class A Ordinary Shares [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)				$ 12
Period after initial business combination				150 days
Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Common stock par value (in dollars per share)			$ 0.0001	$ 0.0001
Shares subject to forfeiture (in shares)				0
Sponsor [Member]
Founder Shares [Abstract]
Holding period for transfer, assignment or sale of founder shares				1 year
Sponsor [Member] | Over-Allotment Option [Member]
Founder Shares [Abstract]
Option vesting period				45 days
Sponsor [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Issuance of ordinary shares (in shares)		5,031,250
Common stock par value (in dollars per share)		$ 0.0001
Proceeds from issuance of common stock		$ 25,000
Sponsor [Member] | Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | Maximum [Member]
Founder Shares [Abstract]
Shares subject to forfeiture (in shares)		656,250

Related Party Transactions, Rel

Related Party Transactions, Related Party Loans (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jun. 15, 2021
Sponsor [Member] | Promissory Note [Member]
Related Party Loans [Abstract]
Aggregate maximum loan amount			$ 300,000
Borrowing outstanding	$ 0	$ 0
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member]
Related Party Loans [Abstract]
Borrowing outstanding	$ 0	$ 0
Conversion price (in dollars per share)	$ 1.25
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member]
Related Party Loans [Abstract]
Loans that can be converted into Warrants at lenders' discretion	$ 1,500,000

Related Party Transactions, Sup

Related Party Transactions, Support Services (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Support Services [Abstract]
Accrued expenses		$ 30,000
Sponsor [Member] | Administrative Services Agreement [Member]
Support Services [Abstract]
Monthly expenses	$ 10,000
Accrued expenses	145,000
Management Team [Member]
Support Services [Abstract]
Monthly expenses	$ 13,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			12 Months Ended
	Jan. 12, 2023	Oct. 18, 2021	Dec. 31, 2022
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments			45 days
Additional Units that can be purchased to cover over-allotments (in shares)		1,875,000
Underwriting discount (in dollars per share)		$ 0.2
Underwriting discount		$ 2,875,000
Reimbursement of additional advisors and expenses paid		$ 775,549
Deferred underwriting commissions per Unit (in dollars per share)		$ 0.5
Deferred underwriting commissions		$ 7,187,500
Subsequent Event [Member]
Underwriting Agreement [Abstract]
Redemption amount of funds remaining in trust account	$ 2,800,000
Class A Ordinary Shares [Member] | Subsequent Event [Member]
Underwriting Agreement [Abstract]
Number of shares exercised right to redeem shares (in shares)	14,118,106
Redemption amount of funds remaining in trust account	$ 2,800,000
Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Units issued (in shares)		1,875,000
Share price (in dollars per share)		$ 10
Underwriting discount		$ 375,000
Deferred underwriting commissions		$ 937,500

Shareholder's Equity, Ordinary

Shareholder's Equity, Ordinary Shares (Details)	12 Months Ended
	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Stockholders' Equity Note [Abstract]
Ordinary shares subject to possible redemption (in shares)	19,406,250
Term of option for underwriters to purchase additional Units to cover over-allotments	45 days
Stock conversion basis of Class B to Class A ordinary shares at time of initial Business Combination	1
As-converted percentage for Class A ordinary shares after conversion of Class B shares	20%
Class A Ordinary Shares [Member]
Stockholders' Equity Note [Abstract]
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Ordinary shares subject to possible redemption (in shares)	14,375,000	14,375,000
Class B Ordinary Shares [Member]
Stockholders' Equity Note [Abstract]
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	5,031,250	5,031,250
Common stock, shares outstanding (in shares)	5,031,250	5,031,250
Ordinary shares subject to possible redemption (in shares)	5,031,250
Number of votes per share | Vote	1
Term of option for underwriters to purchase additional Units to cover over-allotments	45 days
Shares subject to forfeiture (in shares)	0

Shareholder's Equity, Preferenc

Shareholder's Equity, Preference Shares (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Shareholders' Deficit [Abstract]
Preference shares, shares authorized (in shares)	2,000,000	2,000,000
Preference shares, shares issued (in shares)	0	0
Preference shares, shares outstanding (in shares)	0	0
Preferred Stock [Member]
Shareholders' Deficit [Abstract]
Preference shares, shares authorized (in shares)	2,000,000	2,000,000
Preference shares, shares issued (in shares)	0	0
Preference shares, shares outstanding (in shares)	0	0

Warrant Liabilities (Details)

Warrant Liabilities (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares
Class A Ordinary Shares [Member]
Warrants Liability [Abstract]
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Class A Ordinary Shares [Member] | Minimum [Member]
Warrants Liability [Abstract]
Share price (in dollars per share)	$ 12
Public Warrants [Member]
Warrants Liability [Abstract]
Period to exercise warrants after business combination	30 days
Expiration period of warrants	5 years
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Warrants Liability [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Redemption period	30 days
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Threshold period before sending notice period	3 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Minimum [Member]
Warrants Liability [Abstract]
Notice period to redeem warrants	30 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member]
Warrants Liability [Abstract]
Trading day period to calculate volume weighted average trading price following notice of redemption	10 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
Warrants Liability [Abstract]
Share price (in dollars per share)	$ 18
Additional Issue of Common Stock or Equity-Linked Securities [Member]
Warrants Liability [Abstract]
Percentage multiplier	115%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member]
Warrants Liability [Abstract]
Aggregate gross proceeds from issuance as a percentage of total equity proceeds	60%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member]
Warrants Liability [Abstract]
Trading day period to calculate volume weighted average trading price	20 days
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member]
Warrants Liability [Abstract]
Share price (in dollars per share)	$ 9.2

Fair Value Measurements - Asset

Fair Value Measurements - Assets that are Measured at Fair Value on a Recurring Basis (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Liabilities: [Abstract]
Expected term	9 months
Contractual term	5 years
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Outstanding (in shares)	7,187,500	7,187,500
Liabilities: [Abstract]
Fair value per share (in dollars per share)	$ 0.1	$ 0.49
Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Outstanding (in shares)	6,100,000	6,100,000
Recurring [Member] | Level 1 [Member]
Assets: [Abstract]
U.S. Money Market Funds	$ 148,742,661	$ 146,627,729
Recurring [Member] | Level 1 [Member] | Public Warrants [Member]
Liabilities: [Abstract]
Warrant Liability	718,750	3,521,156
Recurring [Member] | Level 1 [Member] | Private Warrants [Member]
Liabilities: [Abstract]
Warrant Liability	0	0
Recurring [Member] | Level 2 [Member]
Assets: [Abstract]
U.S. Money Market Funds	0	0
Recurring [Member] | Level 2 [Member] | Public Warrants [Member]
Liabilities: [Abstract]
Warrant Liability	0	0
Recurring [Member] | Level 2 [Member] | Private Warrants [Member]
Liabilities: [Abstract]
Warrant Liability	610,000	0
Recurring [Member] | Level 3 [Member]
Assets: [Abstract]
U.S. Money Market Funds	0	0
Recurring [Member] | Level 3 [Member] | Public Warrants [Member]
Liabilities: [Abstract]
Warrant Liability	0	0
Recurring [Member] | Level 3 [Member] | Private Warrants [Member]
Liabilities: [Abstract]
Warrant Liability	$ 0	$ 3,007,300

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details)	Dec. 31, 2021
Share Price [Member]
Fair Value Measurements [Abstract]
Measurement Input	9.92
Exercise Price [Member]
Fair Value Measurements [Abstract]
Measurement Input	11.5
Redemption Trigger Price [Member]
Fair Value Measurements [Abstract]
Measurement Input	18
Term [Member]
Fair Value Measurements [Abstract]
Expected term	5 years 9 months 14 days
Probability of Acquisition [Member]
Fair Value Measurements [Abstract]
Measurement Input	1
Volatility [Member]
Fair Value Measurements [Abstract]
Measurement Input	0.082
Risk Free Rate [Member]
Fair Value Measurements [Abstract]
Measurement Input	0.0132
Dividend Yield [Member]
Fair Value Measurements [Abstract]
Measurement Input	0

Fair Value Measurements - Chang

Fair Value Measurements - Changes in Fair Value of Level 3 Warrant Liabilities (Details) - Warrant [Member] - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Derivative [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities	$ 0	$ 3,007,300
Issuance of Private Warrants-Level 3 measurements	5,843,800
Change in fair value of derivative warrant liabilities with Level 3 inputs	(2,836,500)
Transfer out of level 3		(3,007,300)
Derivative warrant liabilities	$ 3,007,300	$ 0
Public and Private Warrants [Member] | Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value per share (in dollars per share)	$ 0.49	$ 0.1

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] $ in Millions	Jan. 24, 2023 USD ($) Investors shares	Jan. 12, 2023 USD ($) shares
Subsequent Event [Abstract]
Number of shares held for public (in shares) | shares	1,100,000
Minimum amount required for market value of listed securities	$ 50
Minimum amount required for market value of publicly held shares	$ 15
Minimum number of total holders | Investors	400
Temporary Equity Aggregate Redemption Amount Remaining in Trust Account		$ 2.8
Class A Ordinary Shares [Member]
Subsequent Event [Abstract]
Temporary Equity Shares Exercised From Right To Redeem For Cash | shares		14,118,106
Temporary Equity Aggregate Redemption Amount Remaining in Trust Account		$ 2.8