Perception Capital Corp. IV (RCFAF) 10-K 7 Mar 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 07, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	RCF ACQUISITION CORP.
Trading Symbol	RCFA
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 229,080,000
Amendment Flag	false
Entity Central Index Key	0001870143
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-41039
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	1400 Wewatta Street
Entity Address, Address Line Two	Suite 850
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	(720)
Local Phone Number	946-1444
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Auditor Firm ID	248
Auditor Name	GRANT THORNTON LLP
Auditor Location	Newport Beach, California
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		23,000,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,750,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 41,276	$ 700,293
Prepaid expenses	268,368	991,569
Total current assets	309,644	1,691,862
Investment Held in Trust Account	238,041,214	234,602,251
Total Assets	238,350,858	236,294,113
Current liabilities
Accrued expenses	541,320	132,074
Sponsor convertible note	100,000
Total current liabilities	641,320	132,074
Non-current liabilities
Deferred underwriting commission	8,050,000	8,050,000
Warrant liability	1,624,000	13,920,000
Total non-current liabilities	9,674,000	21,970,000
Total Liabilities	10,315,320	22,102,074
Commitments and Contingencies (Note 8)
Redeemable Class A Ordinary shares
Redeemable Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized, 23,000,000 shares issued and outstanding subject to possible redemption, at redemption value	234,600,000	234,600,000
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2022 and 2021
Class B ordinary shares; $0.0001 par value; 20,000,000 shares authorized; 5,750,000 issued and outstanding at December 31, 2022 and 2021	575	575
Additional paid-in capital
Accumulated deficit	(6,565,037)	(20,408,536)
Total Shareholders’ Deficit	(6,564,462)	(20,407,961)
Total Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ Deficit	$ 238,350,858	$ 236,294,113

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Redeemable Class A ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Redeemable Class A ordinary shares, authorized	200,000,000	200,000,000
Redeemable Class A ordinary shares, shares issued	23,000,000	23,000,000
Redeemable Class A ordinary shares, shares outstanding	23,000,000	23,000,000
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class B Ordinary Shares
Class B ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class B ordinary shares, shares authorized	20,000,000	20,000,000
Class B ordinary shares, shares issued	5,750,000	5,750,000
Class B ordinary shares, shares outstanding	5,750,000	5,750,000

Statements of Operations

Statements of Operations - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
EXPENSES
General and administrative expenses	$ 347,235	$ 2,291,464
Loss from operations	(347,235)	(2,291,464)
OTHER INCOME (EXPENSE)
Offering costs associated with warrant liability	(671,494)
Change in fair value of warrant liability	9,744,000	12,296,000
Change in fair value of sponsor convertible note		400,000
Interest earned in Trust Account	2,251	3,438,963
Total other income (expense)	9,074,757	16,134,963
NET INCOME ALLOCABLE TO COMMON SHAREHOLDERS	$ 8,727,522	$ 13,843,499
Redeemable Class A Ordinary Shares
OTHER INCOME (EXPENSE)
WEIGHTED AVERAGE SHARES OUTSTANDING OF REDEEMABLE CLASS A ORDINARY SHARES, BASIC AND DILUTED (in Shares)	5,247,573	23,000,000
BASIC AND DILUTED NET INCOME PER SHARE, REDEEMABLE CLASS A ORDINARY SHARES (in Dollars per share)	$ 6.31	$ 0.48
Class B Ordinary Shares
OTHER INCOME (EXPENSE)
WEIGHTED AVERAGE SHARES OUTSTANDING OF CLASS B ORDINARY SHARES, BASIC AND DILUTED (in Shares)	5,750,000	5,750,000
BASIC AND DILUTED NET INCOME PER SHARE, CLASS B ORDINARY SHARES (in Dollars per share)	$ 0.79	$ 0.48

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Redeemable Class A Ordinary Shares
WEIGHTED AVERAGE SHARES OUTSTANDING OF REDEEMABLE CLASS A ORDINARY SHARES, DILUTED	5,247,573	23,000,000
DILUTED NET INCOME (LOSS) PER SHARE, CLASS A ORDINARY SHARES	$ 6.31	$ 0.47
Class B Ordinary Shares
WEIGHTED AVERAGE SHARES OUTSTANDING OF CLASS B ORDINARY SHARES, DILUTED	5,750,000	5,750,000
DILUTED NET INCOME PER SHARE, CLASS B ORDINARY SHARES	$ 0.79	$ 0.47

Statements of Changes in Redeem

Statements of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit - USD ($)	Redeemable Class A Ordinary Shares	Class B Ordinary Shares	Additional paid-in capital	Accumulated deficit	Total
Balance at Jun. 08, 2021
Balance (in Shares) at Jun. 08, 2021
Issuance of Class B ordinary shares to Sponsor		$ 575	24,425		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		5,750,000
Sale of Units in initial Public Offering, less allocation to warrant liability, gross	$ 218,270,000
Sale of Units in initial Public Offering, less allocation to warrant liability, gross (in Shares)	23,000,000
Offering costs	$ (12,596,483)
Private Placement Warrant adjustment to record warrant at initial fair value at issuance date				(234,000)	(234,000)
Deemed dividend to Class A shareholders	28,926,483		(24,425)	(28,902,058)	(28,926,483)
Net income				8,727,522	8,727,522
Balance at Dec. 31, 2021	$ 234,600,000	$ 575		(20,408,536)	(20,407,961)
Balance (in Shares) at Dec. 31, 2021	23,000,000	5,750,000
Net income				13,843,499	13,843,499
Balance at Dec. 31, 2022	$ 234,600,000	$ 575		$ (6,565,037)	$ (6,564,462)
Balance (in Shares) at Dec. 31, 2022	23,000,000	5,750,000

Statement of Cash Flows

Statement of Cash Flows - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 8,727,522	$ 13,843,499
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liability	(9,744,000)	(12,296,000)
Change in fair value of sponsor convertible note		(400,000)
Offering costs associated with warrant liability	671,494
Interest earned in Trust Account	(2,251)	(3,438,963)
Changes in operating assets and liabilities:
Prepaid expenses	(991,569)	723,201
Accounts payable and accrued expenses	132,074	409,246
Net cash flows used in operating activities	(1,206,730)	(1,159,017)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited in Trust Account	(234,600,000)
Net cash flows used in investing activities	(234,600,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Class B ordinary shares to Sponsor	25,000
Proceeds from Sponsor note	296,235
Repayment of Sponsor note	(296,235)
Proceeds from Sponsor convertible note		500,000
Proceeds received from Initial Public Offering, net of underwriting discounts paid	225,400,000
Proceeds received from Private Placement Warrant	11,700,000
Offering costs paid	(617,977)
Net cash flows provided by financing activities	236,507,023	500,000
NET CHANGE IN CASH	700,293	(659,017)
CASH, BEGINNING OF PERIOD		700,293
CASH, END OF PERIOD	700,293	41,276
Supplemental disclosure of noncash activities:
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B ordinary Shares	25,000
Deferred underwriting commission	8,050,000
Deemed dividend to Class A shareholders	28,926,483
Warrant liability initial fair value adjustment	$ 234,000

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 - Description of Organization and Business Operations RCF Acquisition Corp. (the “Company”) was incorporated in Cayman Islands on June 9, 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 (the “Business Combination”). The Company’s sponsor is RCF VII Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31st as its fiscal year end. All activity for the period from June 9, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Public Offering”), and activities related to pursuing merger opportunities. The Company will not generate operating revenues prior to the completion of a Business Combination and will generate non-operating income in the form of interest income on Permitted Investments (as defined below) from the proceeds derived from the Public Offering. The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on November 9, 2021. The Public Offering closed on November 15, 2021 (the “Closing Date”). Simultaneously with the closing of the Public Offering, the Sponsor purchased an aggregate of 11,700,000 warrants to purchase Class A ordinary share (“Private Placement Warrants”) for $1.00 each, or $11,700,000 in the aggregate, in a private placement on the Closing Date (the “Private Placement”). The Company intends to finance a Business Combination with proceeds from its $230,000,000 Public Offering (see Note 3) and $11,700,000 Private Placement (see Note 4). At the Closing Date, proceeds of $241,700,000, net of underwriting discounts of $4,600,000 and $2,500,000 designated for operational use were deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as described below. Transaction costs amounted to $13,267,977, consisting of $12,650,000 of underwriters fees of which $8,050,000 was for Deferred underwriting commissions (see Note 8) and $617,977 of other offering costs. Of the $241,700,000 total proceeds from the Public Offering and Private Placement, $234,600,000 was deposited into the Trust Account on the Closing Date. The funds in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations (collectively “Permitted Investments”). Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes. The proceeds from the Public Offering and Private Placement will not be released from the Trust Account until the earliest of (i) the completion of a Business Combination, (ii) the redemption of the public shares if the Company has not completed a Business Combination within 18 months from the closing of the Public Offering, subject to applicable law, or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated a Business Combination within 18 months from the closing of the Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity. Of the proceeds held outside the Trust Account, $296,235 was used to repay a loan from the Company’s Sponsor and the remainder may be used to pay business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. The Company is focused on sponsoring the public listing of a company that combines attractive business fundamentals with, or with the potential for strong environmental, social and governance principles and practices through a Business Combination. As used herein, the target business must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement. After signing a definitive agreement for a Business Combination, the Company will provide the public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve a Business Combination or (ii) without a shareholder vote by means of a tender offer. Each public shareholder may elect to redeem their shares irrespective of whether they vote for or against a Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of a Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account was $10.20 per public share on the Closing Date. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by any Deferred underwriting commissions payable to underwriters. The decision as to whether the Company will seek shareholder approval of a Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval under the law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding of Class A ordinary shareholders vote in favor of a Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, after payment of the Deferred underwriting commission. In such an instance, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. The Company has 18 months from the Closing Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders (as defined in Note 4 below) and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 4 below) if the Company fails to complete a Business Combination within 18 months from the Closing Date. However, if the Initial Shareholders acquire public shares after the Closing Date, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination within the allotted 18-month time period. The underwriters have agreed to waive their rights to any Deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. If the Company fails to complete a Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the Sponsor, who will be the only remaining shareholder after such redemptions. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a Public Shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of a Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such shares are recorded at their redemption amount and classified as temporary equity on the balance sheets, in accordance with Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Liquidity and Capital Resources As of December 31, 2022, the Company had $41,276 in its operating bank accounts, $238,041,214 in securities held in the Trust Account to be used for a business combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of ($331,676). As of December 31, 2022, $3,441,214 of the amount on deposit in the Trust Account represented interest income, which is unavailable to fund operating expenses. Until the consummation of a business combination, the Company will be using the funds held outside of the Trust Account primarily to find and evaluate target businesses, perform business, legal, and accounting due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of December 31, 2022, will not be sufficient to allow the Company to operate until May 15, 2023, the date at which the Company must complete a Business Combination. If the Company is unable to complete a Business Combination by May 15, 2023, then the Company will cease all operations except for the purpose of liquidating. The Company issued the Sponsor Convertible Note to the Sponsor (see Note 4), pursuant to which the Company may borrow up to $5,000,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants issued to the Sponsor. Prior to the completion of the initial business combination, the Company does not expect to seek loans from parties other than its Sponsor or an affiliate of its Sponsor as the Company do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. As of December 31, 2022, the Company had $500,000 in outstanding borrowings under the Sponsor Convertible Note with a fair value of $100,000. If the Company completes the initial business combination, the Company will repay any loaned amounts. In the event that the Company’s initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” while the Company expects to have sufficient access to additional sources of capital under the Sponsor Convertible Note, there is no current obligation on the part of the Sponsor to provide additional capital and no assurances can be provided that such additional capital will ultimately be available if necessary. Management has determined that substantial doubt exists about the Company’s ability to continue as a going concern due to the need to obtain additional capital from Sponsor to address the Company’s liquidity condition, which the Sponsor is not obligated to advance, and the date for mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 15, 2023.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). 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 and the reported amounts of revenues and expenses during the reporting period. 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 and cash equivalents. The Company did not have any cash equivalents as of December 31, 2022. Investment Held in Trust Account The Company’s portfolio of investments held in Trust Account is comprised solely of investments in money market funds that invest in U.S. government treasury obligations and generally have a readily determinable fair value. Such securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in the interest earned in Trust Account in the Statements of Operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Associated with the Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - Expenses of Offering Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage 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 accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: ● Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. ● Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3- Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Derivative Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (the Closing Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of change. Redeemable Shares All of the 23,000,000 Class A ordinary shares sold as part of the Units in the Public Offering 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 a Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in retained earnings, or in the absence of retained earnings, in additional paid-in capital. As of December 31, 2021, the Company recorded an adjustment to present the redeemable Class A ordinary shares at redemption value of $28,926,483, of which $24,425 was recorded against additional paid-in capital and $28,902,058 was recorded in accumulated deficit. No such adjustments were recorded as of December 31, 2022. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022. 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. Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The Company’s Class B ordinary shares transferred to incoming directors and management (see Note 4) were deemed to be within the scope of ASC 718, Stock Compensation, and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Class B ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the year ended December 31, 2022 and the period from June 9, 2021 (inception) through December 31, 2021. The unrecognized compensation expense related to the Class B ordinary shares at December 31, 2022 and 2021 was $2,612,244 and will be recorded when a performance condition occurs. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Income Per Ordinary Share The Company’s statements of operations include a presentation of income per share for redeemable ordinary shares in a manner similar to the two-class method in calculating net income per ordinary share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is computed by dividing the pro rata net income between the Class A ordinary share and the Class B ordinary share by the weighted average number of ordinary shares outstanding for the period, adjusted for the effects of deemed dividend under the assumption that they represent dividends to the holders of Class A redeemable ordinary shares. Net income per ordinary share, basic and diluted, for Class B non-redeemable ordinary shares is computed by dividing the pro rata net income between the Class A ordinary share and the Class B ordinary share by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income per ordinary share does not consider the effect of the warrants and rights issued in connection with the Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events. For the year ended December 31, 2022 and the period from June 9, 2021 (inception) through December 31, 2021, the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into ordinary shares. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the year ended December 31, 2022 and the period from June 9, 2021 (inception) through December 31, 2021. A reconciliation of net income per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption is as follows: For the year For the period Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares subject to possible redemption Net income allocable to ordinary shareholders $ 13,843,499 $ 8,727,522 Less: Net income allocable to Class B Ordinary Shares (2,768,700 ) (4,563,121 ) Add: Deemed dividend to Class A Shareholders — 28,926,483 Net income allocable to Redeemable Class A Ordinary Shares subject to possible redemption $ 11,074,799 $ 33,090,884 Denominator: Weighted Average Shares Outstanding of Class A Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 23,000,000 5,247,573 Basic and Diluted net income per share $ 0.48 $ 6.31 Class B Ordinary Shares Numerator: Net income allocable to Class B Ordinary Shares 2,768,700 4,563,121 Denominator: Weighted Average Shares Outstanding of Class B Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 5,750,000 5,750,000 Basic and Diluted net income per share $ 0.48 $ 0.79

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 2022
Public Offering [Abstract]
Public Offering	Note 3 - Public Offering In its Public Offering, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each unit consists of one share of Class A ordinary shares and one-half of a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 6). The Company paid an underwriting discount of 2.00% of the gross proceeds of the Public Offering, or $4,600,000, to the underwriters at the Closing Date, with an additional fee (the “Deferred underwriting commission”) of 3.50% of the gross proceeds of the Public Offering, or $8,050,000, payable upon the Company’s completion of a Business Combination. The Deferred underwriting commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred underwriting commission. The Deferred underwriting commission has been recorded as a deferred liability on the balance sheets.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On June 9, 2021, the Sponsor purchased 5,750,000 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 Sponsor subsequently transferred an aggregate of 402,500 Founder Shares to members of the Company’s board of directors, management team, board of advisors and/or their estate planning vehicles for the same per-share consideration that it originally paid for such shares, resulting in the Sponsor holding 5,347,500 Founder Shares. As of the Closing Date, the Initial Shareholders held 5,750,000 Founder Shares. The Founder Shares are identical to the Class A ordinary shares sold in the Public Offering except that: ● the Founder Shares are subject to certain transfer restrictions, as described in more detail below; ● the Founder Shares are entitled to registration rights; ● only holders of Class B ordinary shares will have the right to vote in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two-thirds of the votes of all ordinary shares); ● the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which have agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of the Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of the Public Offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and (D) vote any founder shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of our initial business combination; and ● the founder shares are automatically convertible into Class A ordinary shares at the time of the consummation of a Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated memorandum and articles of association. The initial shareholders 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 stock splits, stock 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. Private Placement Warrants On the Closing Date, the Sponsor purchased from the Company 11,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $11,700,000, in a Private Placement that occurred in conjunction with the completion of the Public Offering. Each Private Placement Warrant entitles the holder to purchase one share of Class A ordinary share at $11.50 per share, subject to adjustment. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination. If the Company does not complete a Business Combination within 18 months from the Closing Date, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Sponsor Convertible Note On April 1, 2022, the Company issued an unsecured convertible promissory note (the “Sponsor Convertible Note”) to the Sponsor, pursuant to which the Company may borrow up to $5,000,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of a Business Combination. The Sponsor Convertible Note is non-interest bearing and all unpaid principal will be due and payable in full on the earlier of (i) May 15, 2023 and (ii) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (such earlier date, the “Maturity Date”). If the Company completes the initial business combination, the Company will repay any loaned amounts. In the event the Company’s initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note, into warrants to purchase the Company’s Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s Public Offering. The Sponsor Convertible Note is accounted for within the scope of ASC 480 and is measured at fair value upon the issuance and at each reporting period end with changes in fair value recognized in the Statements of Operations. The fair value of this Note considers the likelihood of an initial business combination closing and the potential value of such transaction against the likelihood of no initial business combination taking place resulting in the redemption of the public shares and the fair value of the loan approximating its liquidation value. The fair value of the embedded conversion feature upon the issuance of the Sponsor Convertible Note is de minimis. As of December 31, 2022, the Company had $500,000 in outstanding borrowings under the Sponsor Convertible Note with a fair value of $100,000. Related Party Loans On June 17, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2021, or the completion of the Public Offering. On October 21, 2021, the Sponsor amended and restated the Note to increase the principal to $600,000. The balance of the Note was $296,235 and repaid in full to the Sponsor at the Closing Date. Service and Administrative Fees The Company has agreed, commencing on November 10, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services provided to the Company’s management team. As of December 31, 2022 and 2021, the Company had incurred $137,000 and $17,000 under this arrangement. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Shareholders_ Deficit

Shareholders’ Deficit	12 Months Ended
	Dec. 31, 2022
Shareholders’ Deficit [Abstract]
Shareholders’ Deficit	Note 5 - Shareholders’ Deficit Preference shares no Class A Ordinary shares The Company’s amended and restated memorandum and articles of association provide that in no event will the Company redeem its Class A ordinary shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001. In addition, the proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration the Company would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to the Company, the Company will not complete the business combination or redeem any shares and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. Class B Ordinary shares The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial business combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), plus (ii) the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to the Company Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.

Warrant Liability

Warrant Liability	12 Months Ended
	Dec. 31, 2022
Warrant Liabilities [Abstract]
Warrant Liability	Note 6 - Warrant Liability As of December 31, 2022 and 2021, the Company had 23,200,000 warrants issued in the Public Offering consisting of 11,500,000 Public Warrants and 11,700,000 Private Placement Warrants, which are accounted for in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value, with the change in the fair value recognized in the Company’s Statements of Operations. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such shares of ordinary shares. Notwithstanding the foregoing, if a registration statement covering the shares of ordinary shares issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00 Once the warrants become exercisable, the Company 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, and ● if, and only if, the last reported sale price (the “closing price”) of the Company’s 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) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders. Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Company, Sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities - Warrants - Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Company Class A ordinary shares except as otherwise described in “Description of Securities - Warrants - Public Shareholders’ Warrants”; in the Public Offering prospectus; and ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 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” in the Public Offering prospectus) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders. The “fair market value” of the Company’s Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Company’s 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. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). 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, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If the Company calls the Public Warrants for redemption, Company 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 will be identical to the Public Warrants underlying the Units sold in the Public Offering, 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 saleable until after the completion of a 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 the Company’s 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 a 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 a 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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. Dividend Policy The Company has not paid any cash dividends on their ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to the Company’s initial business combination will be within the discretion of the Company’s board of directors at such time.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 7 - Fair Value Measurements As of December 31, 2022 and 2021, assets held in the Trust Account were comprised of $238,041,214 and $234,602,251, respectively, in money market funds which are invested in U.S Treasury Securities. The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account – Treasury Securities Money Market Fund $ 238,041,214 $ — $ — $ 238,041,214 Total $ 238,041,214 $ — $ — $ 238,041,214 Liabilities: Public Warrants $ 805,000 $ — $ — $ 805,000 Private Placement Warrants — 819,000 — 819,000 Total $ 805,000 $ 819,000 $ — $ 1,624,000 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account – Treasury Securities Money Market Fund $ 234,602,251 $ — $ — $ 234,602,251 Total $ 234,602,251 $ — $ — $ 234,602,251 Liabilities: Public Warrants $ — $ — $ 6,900,000 $ 6,900,000 Private Placement Warrants — — 7,020,000 7,020,000 Total $ — $ — $ 13,920,000 $ 13,920,000 Transfer to/from Levels 1,2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement and the estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement during the year ended December 31, 2022 when the Public Warrants were separately listed and traded in January 2022. There were no transfers between levels of the hierarchy for the period from June 9, 2021 (inception) through December 31, 2021. The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at December 31, 2021 was Black-Scholes model and Monte-Carlo Simulation. The Company recognized $23,664,000 for the derivative warrant liabilities upon their issuance on November 15, 2021. The Sponsor paid an aggregate of $11,700,000 for Private Placement Warrants with an initial aggregate fair value of $11,934,000. The difference between the purchase price and the initial fair value on the Private Placement closing date is recorded against accumulated deficit. Key inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows: December 31, 2021 Implied volatility 8.90 % Risk-free interest rate 1.37 % Instrument exercise price for one share of Class A ordinary share $ 11.5 Expected term 6.36 years The expected volatility assumption was based on the implied volatility based on the traded price of the warrant and the underlying share. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. The risk-free interest rate assumption was performed in a risk-neutral framework, which requires a risk-free rate assumption as a primary input and relied upon constant maturity treasury yields. The expected term was based on the maturity of the warrant, which is five years following the expected merger date. The change in the fair value of the warrant liability, measured with Level 3 inputs, for the period from June 9, 2021 (inception) through December 31, 2022, is summarized as follows: Warrant liability at June 9, 2021 (inception) - Level 3 $ — Issuance of public and private warrant at November 15, 2021 23,664,000 Change in fair value of Warrant Liabilities (1) (9,744,000 ) Warrant Liabilities at December 31, 2021 - Level 3 $ 13,920,000 Change in fair value of Warrant Liabilities – Level 3 (5,568,000 ) Transfer of Public and Private Warrants out of Level 3 (8,352,000 ) Warrant Liabilities at December 31, 2022 - Level 3 $ — (1) Changes in valuation inputs or other assumptions are recognized in the change in fair value of warrant liability in the statement of operations.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 8 - Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and any 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 to be signed on the effective date of the Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion of such shares to shares of Class A ordinary shares). 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. Underwriters Agreement The underwriters purchased $3,000,000 Units to cover over-allotments at the Public Offering price, less the underwriting commissions. The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering, or $4,600,000. Additionally, the underwriters will be entitled to a Deferred underwriting commission of 3.5% or $8,050,000 of the gross proceeds of the Public Offering held in the Trust Account upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 - Subsequent Events Management evaluated subsequent events that occurred after the balance sheet date through the date of issuance of these financial statements, except on the item noted below, no subsequent events which required adjustment or disclosure. On January 6, 2023, the Company borrowed $1,250,000 from the Sponsor Convertible Note.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (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 and the reported amounts of revenues and expenses during the reporting period. 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 and cash equivalents. The Company did not have any cash equivalents as of December 31, 2022.
Investment Held in Trust Account	Investment Held in Trust Account The Company’s portfolio of investments held in Trust Account is comprised solely of investments in money market funds that invest in U.S. government treasury obligations and generally have a readily determinable fair value. Such securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in the interest earned in Trust Account in the Statements of Operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Offering Costs Associated with the Public Offering	Offering Costs Associated with the Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - Expenses of Offering
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 Depository Insurance 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 accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.
Fair Value Measurement	Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: ● Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. ● Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3- Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
Derivative Liabilities	Derivative Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (the Closing Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of change.
Redeemable Shares	Redeemable Shares All of the 23,000,000 Class A ordinary shares sold as part of the Units in the Public Offering 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 a Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in retained earnings, or in the absence of retained earnings, in additional paid-in capital. As of December 31, 2021, the Company recorded an adjustment to present the redeemable Class A ordinary shares at redemption value of $28,926,483, of which $24,425 was recorded against additional paid-in capital and $28,902,058 was recorded in accumulated deficit. No such adjustments were recorded as of December 31, 2022.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022. 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.
Stock Compensation Expense	Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The Company’s Class B ordinary shares transferred to incoming directors and management (see Note 4) were deemed to be within the scope of ASC 718, Stock Compensation, and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Class B ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the year ended December 31, 2022 and the period from June 9, 2021 (inception) through December 31, 2021. The unrecognized compensation expense related to the Class B ordinary shares at December 31, 2022 and 2021 was $2,612,244 and will be recorded when a performance condition occurs.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Income Per Ordinary Share	Income Per Ordinary Share The Company’s statements of operations include a presentation of income per share for redeemable ordinary shares in a manner similar to the two-class method in calculating net income per ordinary share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is computed by dividing the pro rata net income between the Class A ordinary share and the Class B ordinary share by the weighted average number of ordinary shares outstanding for the period, adjusted for the effects of deemed dividend under the assumption that they represent dividends to the holders of Class A redeemable ordinary shares. Net income per ordinary share, basic and diluted, for Class B non-redeemable ordinary shares is computed by dividing the pro rata net income between the Class A ordinary share and the Class B ordinary share by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income per ordinary share does not consider the effect of the warrants and rights issued in connection with the Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events. For the year ended December 31, 2022 and the period from June 9, 2021 (inception) through December 31, 2021, the Company did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into ordinary shares. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the year ended December 31, 2022 and the period from June 9, 2021 (inception) through December 31, 2021. A reconciliation of net income per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption is as follows: For the year For the period Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares subject to possible redemption Net income allocable to ordinary shareholders $ 13,843,499 $ 8,727,522 Less: Net income allocable to Class B Ordinary Shares (2,768,700 ) (4,563,121 ) Add: Deemed dividend to Class A Shareholders — 28,926,483 Net income allocable to Redeemable Class A Ordinary Shares subject to possible redemption $ 11,074,799 $ 33,090,884 Denominator: Weighted Average Shares Outstanding of Class A Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 23,000,000 5,247,573 Basic and Diluted net income per share $ 0.48 $ 6.31 Class B Ordinary Shares Numerator: Net income allocable to Class B Ordinary Shares 2,768,700 4,563,121 Denominator: Weighted Average Shares Outstanding of Class B Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 5,750,000 5,750,000 Basic and Diluted net income per share $ 0.48 $ 0.79

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of reconciliation of net income per ordinary share	For the year For the period Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares subject to possible redemption Net income allocable to ordinary shareholders $ 13,843,499 $ 8,727,522 Less: Net income allocable to Class B Ordinary Shares (2,768,700 ) (4,563,121 ) Add: Deemed dividend to Class A Shareholders — 28,926,483 Net income allocable to Redeemable Class A Ordinary Shares subject to possible redemption $ 11,074,799 $ 33,090,884 Denominator: Weighted Average Shares Outstanding of Class A Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 23,000,000 5,247,573 Basic and Diluted net income per share $ 0.48 $ 6.31 Class B Ordinary Shares Numerator: Net income allocable to Class B Ordinary Shares 2,768,700 4,563,121 Denominator: Weighted Average Shares Outstanding of Class B Ordinary Shares Basic and Diluted Weighted Average Shares Outstanding 5,750,000 5,750,000 Basic and Diluted net income per share $ 0.48 $ 0.79

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements [Abstract]
Schedule of fair value on a recurring basis	As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account – Treasury Securities Money Market Fund $ 238,041,214 $ — $ — $ 238,041,214 Total $ 238,041,214 $ — $ — $ 238,041,214 Liabilities: Public Warrants $ 805,000 $ — $ — $ 805,000 Private Placement Warrants — 819,000 — 819,000 Total $ 805,000 $ 819,000 $ — $ 1,624,000 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account – Treasury Securities Money Market Fund $ 234,602,251 $ — $ — $ 234,602,251 Total $ 234,602,251 $ — $ — $ 234,602,251 Liabilities: Public Warrants $ — $ — $ 6,900,000 $ 6,900,000 Private Placement Warrants — — 7,020,000 7,020,000 Total $ — $ — $ 13,920,000 $ 13,920,000
Schedule of valuation models used to calculate the fair value of the warrant securities	December 31, 2021 Implied volatility 8.90 % Risk-free interest rate 1.37 % Instrument exercise price for one share of Class A ordinary share $ 11.5 Expected term 6.36 years
Schedule of fair value of the warrant liabilities	Warrant liability at June 9, 2021 (inception) - Level 3 $ — Issuance of public and private warrant at November 15, 2021 23,664,000 Change in fair value of Warrant Liabilities (1) (9,744,000 ) Warrant Liabilities at December 31, 2021 - Level 3 $ 13,920,000 Change in fair value of Warrant Liabilities – Level 3 (5,568,000 ) Transfer of Public and Private Warrants out of Level 3 (8,352,000 ) Warrant Liabilities at December 31, 2022 - Level 3 $ — (1) Changes in valuation inputs or other assumptions are recognized in the change in fair value of warrant liability in the statement of operations.

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Description of Organization and Business Operations (Details) [Line Items]
Proceeds received from initial public offering	$ 225,400,000
Proceeds received from private placement	$ 11,700,000
Net of underwriting discounts		4,600,000
Deposited in a trust account		2,500,000
Transaction costs		13,267,977
Underwriting fees		12,650,000
Deferred underwriting commissions		8,050,000
Other offering costs		617,977
Total proceeds from public offering		241,700,000
Deposited into trust account		$ 234,600,000
Redeem public shares, percentage		100%
Proceeds held outside the trust account		$ 296,235
Assets held account percentage		80%
Trust account price per share (in Dollars per share)		$ 10.2
Net tangible assets		$ 5,000,001
Dissolution expenses		100,000
Operating bank accounts		41,276
Securities held in the Trust Account		238,041,214
Working capital		331,676
Deposit in the trust account		3,441,214
Borrowing amount		5,000,000
Convertible loan		$ 1,500,000
Price per warrant (in Dollars per share)		$ 10
Fair value		$ (400,000)
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Warrants price, per share (in Dollars per share)		$ 1
Aggregate value		$ 11,700,000
Proceeds received from private placement		11,700,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Proceeds received from initial public offering		230,000,000
Net of underwriting discounts		$ 241,700,000
Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per warrant (in Dollars per share)		$ 1
Sponsor Convertible Note [Member]
Description of Organization and Business Operations (Details) [Line Items]
Borrowing amount		$ 500,000
Fair value		$ 100,000
Class A Ordinary Share [Member] | Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Aggregate of warrants (in Shares)		11,700,000

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 13,267,977
Warrants	671,494
Conversion of stock, amount converted	12,596,483
Federal depository insurance coverage limit	$ 250,000
Redeemable shares sold (in Shares)	23,000,000
Redemption value	$ 28,926,483
Unrecognized compensation expense	2,612,244	$ 2,612,244
Additional Paid-in Capital [Member]
Significant Accounting Policies (Details) [Line Items]
Redemption value	24,425
Accumulated Deficit [Member]
Significant Accounting Policies (Details) [Line Items]
Redemption value	$ 28,902,058

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of reconciliation of net income per ordinary share - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Numerator: Net income allocable to Redeemable Class A Ordinary Shares subject to possible redemption
Net income allocable to ordinary shareholders	$ 8,727,522	$ 13,843,499
Less: Net income allocable to Class B Ordinary Shares	(4,563,121)	(2,768,700)
Add: Deemed dividend to Class A Shareholders	28,926,483
Net income allocable to Redeemable Class A Ordinary Shares subject to possible redemption	33,090,884	11,074,799
Class B Ordinary Shares
Net income allocable to Class B Ordinary Shares	$ 4,563,121	$ 2,768,700
Class A Ordinary Shares [Member]
Denominator: Weighted Average Shares Outstanding of Class A Ordinary Shares
Basic and Diluted Weighted Average Shares Outstanding (in Shares)	5,247,573	23,000,000
Basic and Diluted net income per share (in Dollars per share)	$ 6.31	$ 0.48
Class B Ordinary Shares [Member]
Denominator: Weighted Average Shares Outstanding of Class A Ordinary Shares
Basic and Diluted Weighted Average Shares Outstanding (in Shares)	5,750,000	5,750,000
Basic and Diluted net income per share (in Dollars per share)	$ 0.79	$ 0.48

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of reconciliation of net income per ordinary share (Parentheticals) - $ / shares	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A Ordinary Shares [Member]
Significant Accounting Policies (Details) - Schedule of reconciliation of net income per ordinary share (Parentheticals) [Line Items]
Diluted Weighted Average Shares Outstanding	5,247,573	23,000,000
Diluted net income (loss) per share	$ 6.31	$ 0.47
Class B Ordinary Shares [Member]
Significant Accounting Policies (Details) - Schedule of reconciliation of net income per ordinary share (Parentheticals) [Line Items]
Diluted Weighted Average Shares Outstanding	5,750,000	5,750,000
Diluted net income (loss) per share	$ 0.79	$ 0.47

Public Offering (Details)

Public Offering (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Public Offering (Details) [Line Items]
Sale of stock price per share | $ / shares	$ 10
Gross proceeds	$ 8,050,000
Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of units | shares	23,000,000
Public warrant, description	Each unit consists of one share of Class A ordinary shares and one-half of a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 6).
Underwriting discount percentage	2%
Gross proceeds	$ 4,600,000
Deferred underwriting commission percentage	3.50%

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		1 Months Ended	7 Months Ended	12 Months Ended
	Nov. 10, 2021	Jun. 17, 2021	Dec. 31, 2021	Dec. 31, 2022	Apr. 01, 2022	Jun. 09, 2021
Related Party Transactions (Details) [Line Items]
Transferred an aggregate of founder shares (in Shares)				402,500
Sponsor holding founder shares (in Shares)				5,347,500
Initial shareholders held founder shares (in Shares)				5,750,000
Redeem percentage of public shares				100%
Initial business combination				18 months
Initial business combination description				The initial shareholders 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 stock splits, stock 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.
Private placement warrants description				On the Closing Date, the Sponsor purchased from the Company 11,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $11,700,000, in a Private Placement that occurred in conjunction with the completion of the Public Offering. Each Private Placement Warrant entitles the holder to purchase one share of Class A ordinary share at $11.50 per share, subject to adjustment.
Price per public share (in Dollars per share)				$ 10.2
Price per share (in Dollars per share)				$ 10.2
Outstanding borrowings				$ 500,000	$ 5,000,000
Class A ordinary shares equals or exceeds per share (in Dollars per share)					$ 11.5
Fair value				100,000
Aggregate of cover expenses		$ 300,000
Principal amount		600,000
Balance of note and repaid amount		$ 296,235
Office and administrative fees	$ 10,000
Monthly fees			$ 17,000	$ 137,000
Warrant [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchased shares (in Shares)			23,200,000	23,200,000
Conversion price per share (in Dollars per share)					$ 1
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares, par value (in Dollars per share)						$ 0.0001
Aggregate price						$ 25,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Initial business combination				18 months
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Initial business combination				18 months
Convertible loans					$ 1,500,000
Share price per share (in Dollars per share)					$ 1
Class B Ordinary Shares [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor purchased shares (in Shares)						5,750,000

Shareholders_ Deficit (Details)

Shareholders’ Deficit (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Shareholders’ Deficit (Details) [Line Items]
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Net tangible assets (in Dollars)	$ 5,000,001
Conversion basis percentage	20%
Preferred Stock [Member]
Shareholders’ Deficit (Details) [Line Items]
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Ordinary shares authorized	200,000,000
Ordinary shares par value (in Dollars per share)	$ 0.0001
Ordinary shares issued	23,000,000	23,000,000
Ordinary shares outstanding	23,000,000	23,000,000
Class B Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Ordinary shares authorized	20,000,000
Ordinary shares par value (in Dollars per share)	$ 0.0001
Ordinary shares issued	5,750,000	5,750,000
Ordinary shares outstanding	5,750,000	5,750,000
Ordinary shares vote	one

Warrant Liability (Details)

Warrant Liability (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrant Liability (Details) [Line Items]
Redemption of warrants scenario one description	Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00 Once the warrants become exercisable, the Company 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, and   ●if, and only if, the last reported sale price (the “closing price”) of the Company’s 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) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders.
Redemption of warrants scenario two description	Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants:  ●in whole and not in part;   ●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities - Warrants - Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Company Class A ordinary shares except as otherwise described in “Description of Securities - Warrants - Public Shareholders’ Warrants”; in the Public Offering prospectus; and   ●if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 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” in the Public Offering prospectus) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders.
Share per warrant (in Dollars per share)	$ 0.361
Warrant [Member]
Warrant Liability (Details) [Line Items]
Shares issued	23,200,000	23,200,000
Market value per share (in Dollars per share)	$ 9.2
Market value newly issued price, per share percentage	115%
Public Warrants [Member]
Warrant Liability (Details) [Line Items]
Warrant shares	11,500,000	11,500,000
Private Placement [Member]
Warrant Liability (Details) [Line Items]
Warrant shares	11,700,000	11,700,000
Business Combination [Member]
Warrant Liability (Details) [Line Items]
Business combination effective issue price per share (in Dollars per share)	$ 9.2
Total equity proceeds, percentage	60%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	1 Months Ended	7 Months Ended	12 Months Ended
	Nov. 15, 2021	Dec. 31, 2021	Dec. 31, 2022
Fair Value Measurements (Details) [Line Items]
Assets held in trust account		$ 234,602,251	$ 238,041,214
Derivative warrant liabilities	$ 23,664,000
Aggregate amount for private placement warrants			11,700,000
Aggregate fair value		$ (9,744,000)	$ (12,296,000)
Warrant maturity term			5 years
Private Placement [Member]
Fair Value Measurements (Details) [Line Items]
Aggregate fair value			$ 11,934,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Assets	$ 238,041,214	$ 234,602,251
Liabilities:
Liabilities	1,624,000	13,920,000
Investments held in Trust Account – Treasury Securities Money Market Fund [Member]
Assets:
Assets	238,041,214	234,602,251
Public Warrants [Member]
Liabilities:
Liabilities	805,000	6,900,000
Private Placement Warrants [Member]
Liabilities:
Liabilities	819,000	7,020,000
Level 1 [Member]
Assets:
Assets	238,041,214	234,602,251
Liabilities:
Liabilities	805,000
Level 1 [Member] | Investments held in Trust Account – Treasury Securities Money Market Fund [Member]
Assets:
Assets	238,041,214	234,602,251
Level 1 [Member] | Public Warrants [Member]
Liabilities:
Liabilities	805,000
Level 1 [Member] | Private Placement Warrants [Member]
Liabilities:
Liabilities
Level 2 [Member]
Assets:
Assets
Liabilities:
Liabilities	819,000
Level 2 [Member] | Investments held in Trust Account – Treasury Securities Money Market Fund [Member]
Assets:
Assets
Level 2 [Member] | Public Warrants [Member]
Liabilities:
Liabilities
Level 2 [Member] | Private Placement Warrants [Member]
Liabilities:
Liabilities	819,000
Level 3 [Member]
Assets:
Assets
Liabilities:
Liabilities		13,920,000
Level 3 [Member] | Investments held in Trust Account – Treasury Securities Money Market Fund [Member]
Assets:
Assets
Level 3 [Member] | Public Warrants [Member]
Liabilities:
Liabilities		6,900,000
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities:
Liabilities		$ 7,020,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of valuation models used to calculate the fair value of the warrant securities	7 Months Ended
	Dec. 31, 2021 $ / shares
Schedule of Valuation Models Used to Calculate the Fair Value of the Warrant Securities [Abstract]
Implied volatility	8.90%
Risk-free interest rate	1.37%
Instrument exercise price for one share of Class A ordinary share (in Dollars per share)	$ 11.5
Expected term	6 years 4 months 9 days

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value of the warrant liabilities - Fair Value, Inputs, Level 3 [Member] - USD ($)	7 Months Ended		12 Months Ended
	Dec. 31, 2021		Dec. 31, 2022
Fair Value Measurements (Details) - Schedule of fair value of the warrant liabilities [Line Items]
Warrant liability beginning			$ 13,920,000
Issuance of public and private warrant at November 15, 2021	23,664,000
Change in fair value of Warrant Liabilities	(9,744,000)	[1]	(5,568,000)
Transfer of Public and Private Warrants out of Level 3			(8,352,000)
Warrant liability ending	$ 13,920,000
[1]Changes in valuation inputs or other assumptions are recognized in the change in fair value of warrant liability in the statement of operations.

Commitments and Contingencies (

Commitments and Contingencies (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Underwriters purchased	$ 3,000,000
Underwriting agreement description	The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering, or $4,600,000. Additionally, the underwriters will be entitled to a Deferred underwriting commission of 3.5% or $8,050,000 of the gross proceeds of the Public Offering held in the Trust Account upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement.

Subsequent Events (Details)

Subsequent Events (Details)	Jan. 06, 2023 USD ($)
Sponsor Convertible Note [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Sponsor Fees	$ 1,250,000