LIV Capital Acquisition Corp. II (LIVB) 10-K 13 Apr 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 12, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	LIV CAPITAL ACQUISITION CORP. II
Trading Symbol	LIVB
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 115,867,800
Amendment Flag	false
Entity Central Index Key	0001875257
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	001-41269
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Pedregal No. 24
Entity Address, Address Line Two	Piso 6-601
Entity Address, City or Town	Col. Molino del Rey
Entity Address, Country	MX
Entity Address, Postal Zip Code	11040
City Area Code	+52
Local Phone Number	55 1100 2470
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	Hartford, CT
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		11,610,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		933,417

Balance Sheets

Balance Sheets - USD ($)		Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash		$ 1,264	$ 1,024
Prepaid expenses and other current assets		190,333	10
Total Current Assets		191,597	1,034
Deferred offering costs			1,002,412
Non-current prepaid expenses		13,542
Marketable securities held in Trust Account		118,509,513
TOTAL ASSETS		118,714,652	1,003,446
Current liabilities
Accrued expenses		3,013,270	3,687
Accrued offering costs		92,457	347,595
Promissory notes, purchase of related party interest (see Note 5)		3,158,835
Promissory note – related party		256,640	100,000
Total Liabilities		6,521,202	451,282
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption 11,450,000 and no shares at redemption value as of December 31, 2022 and 2021, respectively		118,509,513
Shareholders’ (Deficit) Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 160,000 and 100,000 issued and outstanding (excluding 11,450,000 and no shares subject to possible redemption) as of December 31, 2022 and 2021, respectively (1)	[1]	16	10
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 933,417 and 2,875,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively	[2]	95	288
Additional paid-in capital			562,946
Accumulated deficit		(6,316,174)	(11,080)
Total Shareholders’ (Deficit) Equity		(6,316,063)	552,164
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY		$ 118,714,652	$ 1,003,446
[1] Includes 160,000 and 100,000 shares issued to EarlyBirdCapital, Inc., as of December 31, 2022 and 2021, respectively, 50,000 shares on July 9, 2021, 50,000 shares on October 14, 2021 and 60,000 shares on January 31, 2022 (see Note 7). Includes an aggregate of up to 375,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On February 15, 2022, the underwriters partially exercised their over-allotment option resulting in the forfeiture of 12,500 Founder Shares subject to redemption and the de-recognition of the over-allotment option liability on the balance sheets. On August 16, 2022, the Company executed the Redemption Agreement (see Note 6) which resulted in the cancellation of 1,929,083 Class B ordinary shares.

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, authorized	5,000,000	5,000,000
Preference shares, issued
Preference shares, outstanding
Class A Ordinary Shares
Class A ordinary shares subject to possible redemption	11,450,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	500,000,000	500,000,000
Ordinary shares, issued	160,000	100,000
Ordinary shares, outstanding	160,000	100,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	50,000,000	50,000,000
Ordinary shares, issued	933,417	2,875,000
Ordinary shares, outstanding	933,417	2,875,000

Statements of Operations

Statements of Operations - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Operating and formation costs	$ 11,080	$ 3,383,603
Loss from operations	(11,080)	(3,383,603)
Other income:
Change in fair value of over-allotment option liability		1,862
Interest earned on marketable securities held in Trust Account		1,719,512
Total other income		1,721,374
Net loss	$ (11,080)	$ (1,662,229)
Class A Ordinary Shares
Other income:
Basic and diluted weighted average shares outstanding, shares subject to redemption (in Shares)		10,143,973
Basic and diluted net loss per share, shares subject to redemption (in Dollars per share)		$ (0.13)
Non-redeemable Class A and Class B Ordinary Shares
Other income:
Basic and diluted weighted average shares outstanding (in Shares)	1,474,228	2,247,652
Basic and diluted net loss per share (in Dollars per share)	$ (0.01)	$ (0.13)

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, shares subject to redemption		10,143,973
Basic and diluted net loss per share, subject to redemption		$ (0.13)
Non-redeemable Class A and Class B Ordinary Shares
Basic and diluted weighted average shares outstanding	1,474,228	2,247,652
Basic and diluted net loss per share	$ (0.01)	$ (0.13)

Statements of Changes in Shareh

Statements of Changes in Shareholders’ (Deficit) Equity - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Feb. 10, 2021
Balance (in Shares) at Feb. 10, 2021
Issuance of Class B ordinary shares to Sponsor		$ 288	24,712		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		2,875,000
Issuance of Class A ordinary shares to Representative	$ 10		538,234		538,244
Issuance of Class A ordinary shares to Representative (in Shares)	100,000
Net loss				(11,080)	(11,080)
Balance at Dec. 31, 2021	$ 10	$ 288	562,946	(11,080)	552,164
Balance (in Shares) at Dec. 31, 2021	100,000	2,875,000
Issuance of Class A ordinary shares to Representative	$ 6		350,621		350,627
Issuance of Class A ordinary shares to Representative (in Shares)	60,000
Sale of 5,500,000 Private Placement Warrants			5,500,000		5,500,000
Sale of 5,500,000 Private Placement Warrants (in Shares)
Proceeds allocated to Public Warrants at issuance			2,490,375		2,490,375
Forfeiture of Founder Shares
Forfeiture of Founder Shares (in Shares)		(12,500)
Allocated value of transaction costs for warrants			(156,148)		(156,148)
Cancellation of Founder Shares		$ (193)		(3,158,642)	(3,158,835)
Cancellation of Founder Shares (in Shares)		(1,929,083)
Remeasurement of Class A ordinary shares to redemption amount			(8,747,794)	(1,484,224)	(10,232,018)
Net loss				(1,662,229)	(1,662,229)
Balance at Dec. 31, 2022	$ 16	$ 95		$ (6,316,174)	$ (6,316,063)
Balance (in Shares) at Dec. 31, 2022	160,000	933,417

Statements of Changes in Shar_2

Statements of Changes in Shareholders’ (Deficit) Equity (Parentheticals)	12 Months Ended
	Dec. 31, 2022 shares
Statement of Stockholders' Equity [Abstract]
Sale of private placement warrants	5,500,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (11,080)	$ (1,662,229)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares	7,393
Change in fair value of over-allotment option liability		(1,862)
Interest earned on marketable securities held in Trust Account		(1,719,512)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(203,859)
Accrued expenses	3,687	3,009,583
Net cash used in operating activities		(577,879)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(116,790,000)
Net cash used in investing activities		(116,790,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		112,210,000
Proceeds from sale of Private Placement Warrants		5,500,000
Proceeds from promissory note – related party	100,000	281,640
Repayment of promissory note – related party		(125,000)
Payment of offering costs	(98,976)	(498,521)
Net cash provided by financing activities	1,024	117,368,119
Net Change in Cash	1,024	240
Cash – Beginning of period		1,024
Cash – End of period	1,024	1,264
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	347,595	92,457
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	17,607
Issuance of Representative Shares	538,244	350,621
Cancellation of Founder Shares in exchange for promissory note		3,158,835
Initial classification of Class A ordinary share subject to possible redemption		116,790,000
Remeasurement of Class A ordinary shares to redemption amount		$ 1,719,513

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS LIV Capital Acquisition Corp. II (the “Company” or “LIVB”) is a blank check company incorporated in the Cayman Islands on February 11, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on Mexican target businesses (or non-Mexican target businesses with a significant presence in Mexico). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 11, 2021 (inception) through December 31, 2022, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. On August 17, 2022, the Company entered into a Business Combination Agreement by and among the Company, Covalto Ltd., a Cayman Islands exempted company (“Covalto”) and Covalto Merger Sub. The Business Combination Agreement and other parties thereto, are described in Note 6. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 7, 2022. On February 10, 2022, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares” or the “Class A Ordinary Shares”), generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,500,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to LIV Capital Acquisition Sponsor II, L.P. (the “Sponsor”) and EarlyBirdCapital, Inc. (and/or their designees), generating gross proceeds of $5,500,000, which is described in Note 4. Following the closing of the Initial Public Offering on February 10, 2022, an amount of $102,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), will be held in cash items or invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On February 15, 2022, the underwriters partially exercised their over-allotment option, resulting in an additional 1,450,000 Public Shares issued for an aggregate amount of $14,500,000. A total of $14,790,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $116,790,000. Transaction costs amounted to $3,888,278, consisting of $2,290,000 of underwriting fees, and $1,598,278 of other offering costs. While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.20 per share) as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote and a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial Business Combination) and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) that would affect the ability of holders of Public Shares to convert or sell their shares to the Company in connection with a Business Combination or to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 15 months from the closing of the Public Offering (extendable at the sponsor’s option to up to 18 months) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (c) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until May 10, 2023 (15 months (extendable at the sponsor’s option to up to August 10, 2023 (18 months)) from the closing of the Initial Public Offering) (the “Combination Period”) to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate the initial business combination within 15 months, the Company may, by resolution of the board of directors at the option of the sponsor, extend the period of time to consummate an initial business combination by an additional three months, for a total of up 18 months from the closing of the Initial public offering (such period as extended, the “Extension Period”), subject to the sponsor contributing $0.10 to the trust account for each unit sold in the Initial public offering in the form of a non-interest bearing loan which would be repaid upon consummation of an initial business combination. The Company intends to issue a press release prior to the expiration of the initial 15-month period announcing whether the Company is extending the time period to consummate a business combination. The shareholders will not be entitled to vote on, or redeem their shares in connection with, such an extension. Pursuant to the terms of the amended and restated memorandum and articles of association, in order to extend the period of time to consummate an initial business combination in such a manner, the sponsor must deposit $1,000,000, or up to $1,150,000 depending on the extent to which the underwriters’ over-allotment option is exercised, into the trust account on or prior to the date of the deadline, for the three-month extension. This feature is different than many other special purpose acquisition companies, in which any extension of the company’s period to consummate an initial business combination would require a vote of the company’s shareholders and in connection with such vote shareholders would have the right to redeem their public shares. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than the Company’s independent auditors), 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits of $1,264. As a result of actions by the FDIC, the Company’s insured deposits have been restored. Going Concern As of December 31, 2022, the Company had $1,264 in its operating bank accounts, $118,509,513 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and a working capital deficit of $6,329,605. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (Note 5). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, the Company has no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date these financial statements were issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 10, 2023.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Company’s securities less attractive as a result, there may be a less active trading market for the Company’s securities and the prices of the Company’s securities may be more volatile. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. At December 31, 2021, no assets were held in the Trust Account. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs amounted to $3,888,278 which were charged to shareholders’ equity upon the completion of the Initial Public Offering and the partial exercise of the over-allotment option. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands, Mexico or the United States. Net Loss per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from net loss per ordinary share as the redemption value approximates fair value. The calculation of diluted net loss per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, (ii) over-allotment option and (iii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 10,794,167 Class A ordinary shares in the aggregate. As of December 31, 2022 and 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts): For the Year Ended For the period from 2022 2021 Class A Non-redeemable Class A Non-redeemable Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (1,360,726 ) $ (301,503 ) $ — $ (11,080 ) Denominator: Basic and diluted weighted average shares outstanding 10,143,973 2,247,652 — 1,474,228 Basic and diluted net loss per ordinary share $ (0.13 ) $ (0.13 ) $ — $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The Company valued the EBC Founder Shares (as defined in Note 7) and the over-allotment liability based on Level 3 inputs, see Note 8. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging The Company granted the underwriters a 45-day option at the Initial Public Offering date to purchase up to 1,500,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity.” The Company concluded that the underlying transaction (Units which include redeemable shares and warrants) of the over-allotment option embodies an obligation to repurchase the issuer’s equity shares. Accordingly, the option was fair valued and recorded as a liability at issuance date and applied to the offering cost of the Class A redeemable shares. On February 15, 2022, the underwriters partially exercised their over-allotment option resulting in the forfeiture of 12,500 Founder Shares subject to redemption and the de-recognition of the over-allotment option liability on the balance sheets. See Note 8 for the fair value of the over-allotment option liability. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 114,500,000 Less: Proceeds allocated to Public Warrants (2,490,375 ) Allocated value of transaction costs to Class A ordinary shares (3,732,130 ) Plus: Remeasurement of carrying value to redemption value 10,232,018 Class A ordinary shares subject to possible redemption $ 118,509,513 New Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consist of one Class A ordinary share and three-quarters of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share (See Note 7). On February 15, 2022, the underwriters partially exercised its over-allotment option, resulting in the sale of an additional 1,450,000 Units for an aggregate amount of $14,500,000.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital, Inc. purchased an aggregate of 5,500,000 Private Placement Warrants (representing 5,000,000 private warrants by our sponsor and 500,000 private warrants by EarlyBirdCapital, Inc.) at a price of $1.00 per Private Placement Warrant, from the Company in a private placement. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. On August 16, 2022, the Company executed the Redemption Agreement (see Note 6) which resulted in the Company purchase and cancellation of 1,929,083 Founder Shares and redemption of 3,293,333 Private Placement Warrants in exchange for the Promissory Note (see Note 6).

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 28, 2021, the Sponsor was issued 2,875,000 Class B ordinary shares (the “Founder Shares”) for an aggregate of $25,000 paid to cover certain expenses on behalf of the Company. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Founder Shares include an aggregate of up to 375,000 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). On February 15, 2022, 12,500 Founder Shares were forfeited as a result of the underwriters’ election to partially exercise their remaining over-allotment option. As a result of the underwriters’ election to partially exercise their over-allotment option, a total of 362,500 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share divisions, share capitalizations, 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, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. On July 1, 2022, the Company appointed three directors to the Company’s Board of Directors. Each of the directors will receive equity interests in the Sponsor, equivalent to 20,000 Founder Shares, concurrently with or following the closing of a business combination. The grant of equity interests in the Sponsor equivalent to 20,000 Founder Shares to the Company’s directors is in the scope of FASB ASC Topic 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. The fair value of the 60,000 shares granted to the Company’s directors was approximately $1.85 per share or an aggregate total of approximately $111,000. The equity interests were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the equity interests is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified). On August 16, 2022, the Company executed the Redemption Agreement which resulted in the Company purchase and cancellation of 1,929,083 Founder Shares in exchange for the Promissory Note (see Note 6). Promissory Note — Related Party On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Sponsor Promissory Note”). The Sponsor Promissory Note is non-interest bearing, initially amended and restated in its entirety on December 30, 2021, to extend the maturity date to the earlier of September 30, 2022 or the consummation of the Initial Public Offering, and subsequently amended and restated in its entirety on January 31, 2022 to extend its maturity to December 30, 2023. As of December 31, 2022 and 2021, $256,640 and $100,000, respectively, was outstanding under the Sponsor Promissory Note. Promissory Notes, Purchase of Related Party Interests On August 16, 2022, the Company entered into promissory notes (the “Promissory Notes”) with certain Rollover Parties (as defined in Note 6) in an aggregate amount of $3,158,835. The Promissory Notes are non-interest bearing and due and payable on the earlier of the date on which the Company’s corporate existence terminates, or the Company ceases all operations for purposes of winding up. As of December 31, 2022, there was $3,158,835 outstanding under the Promissory Notes (see Note 6). Administrative Services Agreement The Company entered into an agreement on February 7, 2022, pursuant to which it will pay the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company incurred $110,000 for these services, of which $110,000 is recorded as accrued expenses in the balance sheets as of December 31, 2022. For the period from February 11, 2021 (inception) through December 31, 2021, the Company did not incur any fees for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2022 and 2021, there were no

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement Pursuant to a registration and shareholder rights agreement entered into on February 7, 2022, the holders of the Founder Shares, EBC Founder Shares, private warrants and any warrants that may be issued on conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the private warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (1) in the case of the Founder Shares, on the earlier of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, 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 following the completion of the initial Business Combination on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (2) in the case of the EBC Founder Shares, Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 15, 2022, the underwriters elected to partially exercise the over-allotment option to purchase an additional 1,450,000 Public Shares at a price of $10.00 per Public Share. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $2,290,000 in the aggregate which was paid upon the closing of the Initial Public Offering and exercise of over-allotment options. Business Combination Marketing Agreement The Company engaged EarlyBirdCapital, Inc. (“EBC”) as an advisor in connection with the Business Combination to assist the Company in holding meetings with the Company’s shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable); provided that up to 25% of the fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating an initial Business Combination. Finder’s Fee Agreement On March 15, 2022, the Company entered into a finder’s fee agreement with a consultant to assist the Company in facilitating a Business Combination with one or more targets, subject to certain conditions. The finder will only be compensated in the event that the Business Combination is consummated with a target sourced by the finder. The Company shall pay the finder a fee of $300,000, plus applicable tax. In connection with the Business Combination, the Company shall pay a financing fee to the finder cash fee equal to 2% of all PIPE funds received and accepted by the Company from investors sourced by the finder, subject to certain conditions. Business Combination Agreement On August 17, 2022, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement Merger Sub New Covalto Merger proposed business combination As a result of the proposed business combination, each issued and outstanding Class A ordinary share of LIVB and Class B ordinary share of LIVB will be automatically surrendered and exchanged for the right to receive one newly-issued Class A ordinary share, par value US$0.0001 per share, of New Covalto (each a “ New Covalto Class A Ordinary Share New Covalto Class A Ordinary Shares LIVB Warrant New Covalto Warrant Merger Consideration Covalto Warrants Subject to the terms and conditions of the Business Combination Agreement, certain existing warrants to purchase ordinary shares of Covalto (each an “ Existing Covalto Warrant Existing Covalto Warrant Conversion Preferred Merger Consideration Subject to the terms and conditions of the Business Combination Agreement, effective immediately prior to the Pre-Closing Capital Restructuring, and pursuant to a conversion direction notice to be executed by the applicable holders of preferred shares of Covalto, each preferred share of Covalto shall convert into one ordinary share of Covalto in accordance with the terms of the Covalto Articles of Association (as defined therein) (such conversion, the “ Covalto Preferred Conversion Pre-Closing Capital Restructuring Effective immediately following the Covalto Preferred Conversion and immediately prior to the LIVB Effective Time (as defined therein) and in accordance with the required shareholder approval of Covalto: (i) each ordinary share of Covalto shall be re-designated as a New Covalto Class A Ordinary Share; (ii) each authorized and unissued preferred share of Covalto shall be cancelled; (iii) Class B ordinary shares, par value, US$0.0001 per share, of New Covalto (the “ New Covalto Class B Ordinary Shares Pre-Closing Capital Restructuring Contribution Agreement Concurrently with the execution of the Business Combination Agreement, the Sponsor, LIV Sponsor II GP, LLC (“ GP Contribution Agreement Redemption Agreement On August 16, 2022, the Company entered into a Redemption Agreement with (i) the Sponsor and (ii) certain limited partners of the Sponsor and the GP (each, a “Rollover Party” and collectively, the “Rollover Parties”). In connection with the Redemption Agreement, the Rollover Parties, the Sponsor and LIVB implemented the following transactions in the order in which they are listed: i. The Sponsor mandatorily withdrew each Rollover Party’s Class S Units and Class W Units in exchange for an aggregate of 1,929,083 Class B ordinary shares and 3,293,333 Private Placement Warrants, respectively; and ii. LIVB repurchased each Rollover Party’s Class B ordinary shares and redeemed each Rollover Party's Private Placement Warrants in exchange for a promissory note (each such note, a “Promissory Note”) in an aggregate amount of $3,158,835, which is equal to the amount of equity contributed by each Rollover Party indirectly or directly to LIVB. As a result of the Redemption Agreement, the Company purchased 1,929,083 Class B ordinary shares and redeemed 3,293,333 Private Placement Warrants in exchange for the Promissory Notes. The Company evaluated the Promissory Notes and Redemption Agreement pursuant to ASC 480 and ASC 815. The Company determined that the Company should record the Promissory Notes at face value. The fair value of the Class B ordinary shares purchased was $1.85 per share and the fair value of the Private Placement Warrants redeemed was $0.10 per warrant, for a total fair value of $3,898,137.

Shareholders_ (Deficit) Equity

Shareholders’ (Deficit) Equity	12 Months Ended
	Dec. 31, 2022
Shareholders’ (Deficit) Equity [Abstract]
SHAREHOLDERS’ (DEFICIT) EQUITY	NOTE 7. SHAREHOLDERS’ (DEFICIT) EQUITY Preference shares no Class A ordinary shares no Class B ordinary shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B Shares will automatically convert into Class A ordinary shares on the first business day following the completion of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private Warrants issued to the Sponsor. Warrants five The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying the obligations described below with respect to registration. No public warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which the Company’s prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. 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 not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations). If and when the warrants become redeemable by the Company, the Company may exercise the Company’s redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, 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, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if the Company is not the surviving company in the initial Business Combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsors or their affiliates, without taking into account any Founder Shares held by the Company’s sponsors or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants (including the warrants included in units that may be issued upon conversion of Working Capital Loans and the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable to the Company’s officers, directors and other persons or entities affiliated with or by the Company. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the Initial Public Offering, including as to exercise price, exercisability and exercise period; however, they are not transferrable by the sponsor or the direct anchor investors except to permitted transferees. Each of the warrants that may be issued upon conversion of Working Capital Loans shall be identical to the Private Placement Warrants. The Company has accounted for the 14,087,500 warrants issued in connection with the Initial Public Offering and proposed Business Combination (including 8,587,500 Public Warrants and 5,500,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. As a result of the Redemption Agreement (as discussed in Note 6), there was a redemption of 3,293,333 Private Placement Warrants. EBC Founder Shares On July 9, 2021, the Company issued to an underwriter an aggregate of 50,000 Class A ordinary shares (the “EBC Founder Shares”) for a total of $5 of consideration. On October 14, 2021, the Company issued an additional 50,000 EBC Founder Shares, for a total consideration of $5. On January 31, 2022, the Company issued an additional 60,000 EBC Founder Shares, for a total consideration of $6. The Company accounts for the fair value of the EBC Founder Shares over consideration paid as a deferred offering cost of the Initial Public Offering. Accordingly, the offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Warrants were charged to permanent shareholders’ equity upon the completion of the Initial Public Offering, while offering costs allocated to the redeemable Public Shares were charged to temporary shareholders’ equity upon the completion of the Initial Public Offering. The Company estimated the total fair value of the EBC Founder Shares to be $888,855. The Company established the initial fair value for the EBC Founder Shares on the date of the issuances, using a probability weighted model for the EBC Founder Shares. The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors (see Note 8). The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders of the EBC Founder Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. In addition, the EBC Founder Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which the Company’s prospectus forms a part pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which the Company’s prospectus forms a part or commencement of sales of the public offering, except to the underwriters and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring and non-recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Frequency of Measurements Level December 31, December 31, Assets: Marketable securities held in Trust Account Recurring 1 $ 118,509,513 $ — Fair value of EBC Founder Shares (included within deferred offering costs) Non-recurring 3 $ 350,627 $ 538,234 The EBC Founder Shares were accounted at fair value in accordance with ASC 718-10. The EBC Founder Shares are measured at fair value at the time of issuance only, therefore on a non-recurring basis. The EBC Founder Shares were valued using a probability weighted model, which is considered to be a Level 3 fair value measurement. The probability weighted model’s primary unobservable inputs utilized in determining the fair value of the EBC Founder Shares is the probability of the Initial Public Offering not occurring, the probability of the Business Combination not occurring, and estimated concession. The probability of the Initial Public Offering and Business Combination not occurring were derived from observable public research vehicles utilized by the Company as well as background and historical data. The following table provides quantitative information regarding Level 3 fair value measurements: Initial Value of Initial Public Offering share $ 9.25 Probability of Initial Public Offering not happening 5.0 - 13.0% Probability of Business Combination not happening 5% Estimated concessions 12.5 - 13.0% Discount for lack of marketability 20.0% The following table presents the changes in the fair value of Level 3 EBC Founder Shares included in offering costs: Total EBC Fair value as of February 11, 2021 (inception) $ — Initial measurement for shares issued on July 9, 2021 269,117 Initial measurement for shares issued on October 14, 2021 269,117 Fair value as of December 31, 2021 538,234 Initial measurement for shares issued on January 31, 2022 350,621 Fair value as of February 10, 2022 (Initial Public Offering date) $ 888,855 The over-allotment liability was accounted at fair value in accordance with ASC 480 and is presented as a currently liability in the accompanying balance sheets. The over-allotment liability is measured at fair value at the time of issuance, remeasured at a reporting period, and remeasured at the time of an exercise. The over-allotment liability was valued using a Black-Scholes model, which is considered to be a Level 3 fair value measurement. The Black-Scholes model’s primary unobservable inputs utilized in determining the fair value of the over-allotment liability is the volatility probability. The volatility probability was derived from observable public Companies historical data. The following table provides quantitative information regarding Level 3 fair value measurements: February 10, February 15, Value of Initial Public Offering share $ 10.00 $ 10.01 Expected term 0.12 0.11 Volatility 2.48 % 2.48 % Yield curve 0.223 % 0.133 % The following table presents the changes in the fair value of over-allotment liability: Fair value as of December 31, 2021 $ — Initial measurement at February 10, 2022 (IPO date) 54,192 Change in fair value on February 15, 2022 (over-allotment exercise date) (1,862 ) Elimination of over-allotment liability on February 15, 2022 (52,330 ) Fair value as of December 31, 2022 $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the year ended December 31, 2022.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 3, 2023, the Company filed an F-4 Registration Statement with the Securities and Exchange Commission. On February 17, 2023, the Company filed an Amendment to the F-4 Registration Statement with the Securities and Exchange Commission. On March 24, 2023, we filed a preliminary proxy statement seeking shareholder approval to amend the Company’s amended and restated memorandum and articles of association (the “Charter”) in order to (i) extend the date by which the Company must consummate its initial business combination, cease its operations and redeem all of its Class A ordinary shares (the “Extension Proposal”), (ii) provide for the right of a holder of Class B ordinary shares of the Company to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of the holder, (iii) approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal and (iv) to eliminate from the Charter the limitation that the Company shall not redeem Class A ordinary shares included as part of the units sold in the initial public offering (including any shares issued in exchange thereof) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001. On April 4, 2023, the Company amended and restated the Promissory Note increasing the principal amount of the note from $300,000 to $500,000. On April 10, 2023, the Company amended the Original Business Combination Agreement, entering into the Second Business Combination Agreement, (the “Business Combination Agreement”) extending the extension date from May 10, 2023 to February 10, 2024.

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 are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Company’s securities less attractive as a result, there may be a less active trading market for the Company’s securities and the prices of the Company’s securities may be more volatile. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. At December 31, 2021, no assets were held in the Trust Account.
Offering Costs	Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs amounted to $3,888,278 which were charged to shareholders’ equity upon the completion of the Initial Public Offering and the partial exercise of the over-allotment option.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands, Mexico or the United States.
Net Loss per Share	Net Loss per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A ordinary shares is excluded from net loss per ordinary share as the redemption value approximates fair value. The calculation of diluted net loss per ordinary share does not consider the effect of the warrants underlying the units issued in connection with the (i) Initial Public Offering, (ii) over-allotment option and (iii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The outstanding warrants are exercisable to purchase 10,794,167 Class A ordinary shares in the aggregate. As of December 31, 2022 and 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts): For the Year Ended For the period from 2022 2021 Class A Non-redeemable Class A Non-redeemable Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (1,360,726 ) $ (301,503 ) $ — $ (11,080 ) Denominator: Basic and diluted weighted average shares outstanding 10,143,973 2,247,652 — 1,474,228 Basic and diluted net loss per ordinary share $ (0.13 ) $ (0.13 ) $ — $ (0.01 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The Company valued the EBC Founder Shares (as defined in Note 7) and the over-allotment liability based on Level 3 inputs, see Note 8.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging The Company granted the underwriters a 45-day option at the Initial Public Offering date to purchase up to 1,500,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity.” The Company concluded that the underlying transaction (Units which include redeemable shares and warrants) of the over-allotment option embodies an obligation to repurchase the issuer’s equity shares. Accordingly, the option was fair valued and recorded as a liability at issuance date and applied to the offering cost of the Class A redeemable shares. On February 15, 2022, the underwriters partially exercised their over-allotment option resulting in the forfeiture of 12,500 Founder Shares subject to redemption and the de-recognition of the over-allotment option liability on the balance sheets. See Note 8 for the fair value of the over-allotment option liability.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 114,500,000 Less: Proceeds allocated to Public Warrants (2,490,375 ) Allocated value of transaction costs to Class A ordinary shares (3,732,130 ) Plus: Remeasurement of carrying value to redemption value 10,232,018 Class A ordinary shares subject to possible redemption $ 118,509,513
New Accounting Pronouncements	New Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per ordinary share	For the Year Ended For the period from 2022 2021 Class A Non-redeemable Class A Non-redeemable Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (1,360,726 ) $ (301,503 ) $ — $ (11,080 ) Denominator: Basic and diluted weighted average shares outstanding 10,143,973 2,247,652 — 1,474,228 Basic and diluted net loss per ordinary share $ (0.13 ) $ (0.13 ) $ — $ (0.01 )
Schedule of ordinary shares reflected in the balance sheet	Gross proceeds $ 114,500,000 Less: Proceeds allocated to Public Warrants (2,490,375 ) Allocated value of transaction costs to Class A ordinary shares (3,732,130 ) Plus: Remeasurement of carrying value to redemption value 10,232,018 Class A ordinary shares subject to possible redemption $ 118,509,513

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements (Tables) [Line Items]
Schedule of fair value on a recurring and non-recurring basis	Description Frequency of Measurements Level December 31, December 31, Assets: Marketable securities held in Trust Account Recurring 1 $ 118,509,513 $ — Fair value of EBC Founder Shares (included within deferred offering costs) Non-recurring 3 $ 350,627 $ 538,234
Schedule of quantitative information regarding level 3 fair value	Initial Value of Initial Public Offering share $ 9.25 Probability of Initial Public Offering not happening 5.0 - 13.0% Probability of Business Combination not happening 5% Estimated concessions 12.5 - 13.0% Discount for lack of marketability 20.0%
Schedule of the changes in the fair value of level 3 EBC founder shares	Total EBC Fair value as of February 11, 2021 (inception) $ — Initial measurement for shares issued on July 9, 2021 269,117 Initial measurement for shares issued on October 14, 2021 269,117 Fair value as of December 31, 2021 538,234 Initial measurement for shares issued on January 31, 2022 350,621 Fair value as of February 10, 2022 (Initial Public Offering date) $ 888,855 Fair value as of December 31, 2021 $ — Initial measurement at February 10, 2022 (IPO date) 54,192 Change in fair value on February 15, 2022 (over-allotment exercise date) (1,862 ) Elimination of over-allotment liability on February 15, 2022 (52,330 ) Fair value as of December 31, 2022 $ —
Schedule of quantitative information regarding Level 3 fair value measurements	February 10, February 15, Value of Initial Public Offering share $ 10.00 $ 10.01 Expected term 0.12 0.11 Volatility 2.48 % 2.48 % Yield curve 0.223 % 0.133 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended	12 Months Ended
	Feb. 10, 2022	Feb. 15, 2022	Dec. 31, 2022
Description of Organization and Business Operations (Details) [Line Items]
Public shares (in Shares)		1,450,000
Aggregate amount		$ 14,500,000
Net proceeds deposited in trust account		14,790,000
Aggregate proceeds held in trust account		$ 116,790,000
Transaction costs			$ 3,888,278
Underwriting fees			2,290,000
Other offering costs			$ 1,598,278
Fair market value percentage			80%
Deposits			$ 1,264
Operating bank account			1,264
Marketable securities			118,509,513
Working capital deficit			6,329,605
Working capital loans			1,500,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds			$ 5,500,000
Price per share (in Dollars per share)			$ 10.2
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public offering	$ 102,000,000
Gross proceeds	$ 100,000,000
Price per share (in Dollars per share)	$ 10.2
Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants (in Shares)			5,500,000
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)			$ 1
Class A Ordinary Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)			$ 12
Class A Ordinary Shares [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public offering	$ 10,000,000
Public Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Redeem percentage			15%
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)			$ 10.2
Net tangible assets			$ 5,000,001
Redeem percentage			100%
Business combination, description			The Company will have until May 10, 2023 (15 months (extendable at the sponsor’s option to up to August 10, 2023 (18 months)) from the closing of the Initial Public Offering) (the “Combination Period”) to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate the initial business combination within 15 months, the Company may, by resolution of the board of directors at the option of the sponsor, extend the period of time to consummate an initial business combination by an additional three months, for a total of up 18 months from the closing of the Initial public offering (such period as extended, the “Extension Period”), subject to the sponsor contributing $0.10 to the trust account for each unit sold in the Initial public offering in the form of a non-interest bearing loan which would be repaid upon consummation of an initial business combination. The Company intends to issue a press release prior to the expiration of the initial 15-month period announcing whether the Company is extending the time period to consummate a business combination. The shareholders will not be entitled to vote on, or redeem their shares in connection with, such an extension. Pursuant to the terms of the amended and restated memorandum and articles of association, in order to extend the period of time to consummate an initial business combination in such a manner, the sponsor must deposit $1,000,000, or up to $1,150,000 depending on the extent to which the underwriters’ over-allotment option is exercised, into the trust account on or prior to the date of the deadline, for the three-month extension. This feature is different than many other special purpose acquisition companies, in which any extension of the company’s period to consummate an initial business combination would require a vote of the company’s shareholders and in connection with such vote shareholders would have the right to redeem their public shares. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Business Combination [Member] | Post-transaction company [Member]
Description of Organization and Business Operations (Details) [Line Items]
Ownership percentage			50%
Business Combination [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)			$ 1

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Feb. 15, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs (in Dollars)	$ 3,888,278
Federal depository insurance coverage (in Dollars)	$ 250,000
Additional Units	1,500,000
Shares subject to redemption		12,500
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Outstanding warrants are exercisable to purchase	10,794,167

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per ordinary share - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A ordinary shares subject to redemption [Member]
Numerator:
Allocation of net loss		$ (1,360,726)
Denominator:
Basic and diluted weighted average shares outstanding		10,143,973
Basic and diluted net loss per ordinary share		$ (0.13)
Non-redeemable Class A and Class B ordinary shares [Member]
Numerator:
Allocation of net loss	$ (11,080)	$ (301,503)
Denominator:
Basic and diluted weighted average shares outstanding	1,474,228	2,247,652
Basic and diluted net loss per ordinary share	$ (0.01)	$ (0.13)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per ordinary share (Parentheticals) - $ / shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A ordinary shares subject to redemption [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per ordinary share (Parentheticals) [Line Items]
Basic and diluted weighted average shares outstanding		10,143,973
Basic and diluted net loss per ordinary share		$ (0.13)
Non-redeemable Class A and Class B ordinary shares [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per ordinary share (Parentheticals) [Line Items]
Basic and diluted weighted average shares outstanding	1,474,228	2,247,652
Basic and diluted net loss per ordinary share	$ (0.01)	$ (0.13)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the balance sheet	12 Months Ended
	Dec. 31, 2022 USD ($)
Schedule Of Ordinary Shares Reflected In The Balance Sheet Abstract
Gross proceeds	$ 114,500,000
Less:
Proceeds allocated to Public Warrants	(2,490,375)
Allocated value of transaction costs to Class A ordinary shares	(3,732,130)
Plus:
Remeasurement of carrying value to redemption value	10,232,018
Class A ordinary shares subject to possible redemption	$ 118,509,513

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 15, 2022	Dec. 31, 2022
Initial Public Offering (Details) [Line Items]
Initial public offering units		10,000,000
Purchase price per unit (in Dollars per share)		$ 10
Initial public offering, description		Each Unit consist of one Class A ordinary share and three-quarters of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share (See Note 7).
Underwriters over-allotment option	1,450,000
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Aggregate amount (in Dollars)	$ 14,500,000

Private Placement (Details)

Private Placement (Details) - $ / shares	1 Months Ended	12 Months Ended
	Aug. 16, 2022	Dec. 31, 2022
Private Placement (Details) [Line Items]
Purchase price of warrants per unit (in Dollars per share)		$ 1
Founder Shares [Member]
Private Placement (Details) [Line Items]
Redemption of shares	1,929,083
Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Aggregate private warrants		5,500,000
Ordinary share (in Dollars per share)		$ 11.5
Redemption of shares	3,293,333
Sponsor [Member]
Private Placement (Details) [Line Items]
Aggregate private warrants		5,000,000
EarlyBirdCapital, Inc.[Member]
Private Placement (Details) [Line Items]
Aggregate private warrants		500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				1 Months Ended	11 Months Ended	12 Months Ended
	Feb. 15, 2022	Feb. 07, 2022	Jun. 28, 2021	Aug. 16, 2022	Dec. 31, 2021	Dec. 31, 2022	Jul. 01, 2022	Mar. 22, 2021
Related Party Transactions (Details) [Line Items]
Aggregate amount			$ 25,000	$ 3,158,835
Issued and outstanding shares percentage			20%
Founder shares (in Shares)	362,500			1,929,083			20,000
Shares granted (in Shares)							60,000
Shares purchased per share (in Dollars per share)							$ 1.85
Aggregate total							$ 111,000
Promissory note					$ 100,000	$ 256,640
Outstanding amount						3,158,835
Office space, administrative and support services		$ 10,000
Incurred services						110,000
Accrued expenses						110,000
Notes converted completion of a business combination						$ 1,500,000
Warrant price (in Dollars per share)						$ 1
Working capital loan outstanding
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Founder shares (in Shares)							20,000
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount								$ 300,000
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate ordinary shares (in Shares)			2,875,000
Shares subject to forfeiture (in Shares)	12,500		375,000
Shares purchased per share (in Dollars per share)						$ 0.0001
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Exceeds price per share (in Dollars per share)						12
Shares purchased per share (in Dollars per share)						$ 0.0001

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		1 Months Ended	12 Months Ended
	Mar. 15, 2022	Feb. 15, 2022	Dec. 31, 2022	Jul. 01, 2022
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares)			1,500,000
Purchase of additional public shares (in Shares)		1,450,000
Public share		$ 10
Underwriting discount rate			$ 0.2
Aggregate amount (in Dollars)			$ 2,290,000
Business combination marketing agreement, description			The Company will pay EBC a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable); provided that up to 25% of the fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating an initial Business Combination.
Finders fee agreement, description	the Company entered into a finder’s fee agreement with a consultant to assist the Company in facilitating a Business Combination with one or more targets, subject to certain conditions. The finder will only be compensated in the event that the Business Combination is consummated with a target sourced by the finder. The Company shall pay the finder a fee of $300,000, plus applicable tax. In connection with the Business Combination, the Company shall pay a financing fee to the finder cash fee equal to 2% of all PIPE funds received and accepted by the Company from investors sourced by the finder, subject to certain conditions.
Ordinary share, par value				$ 1.85
Shares purchased per share			$ 10
Total fair value (in Dollars)			$ 3,898,137
Private Placement Warrants [Member]
Commitments and Contingencies (Details) [Line Items]
Sale price			$ 1
Aggregate of shares (in Shares)			3,293,333
Aggregate amount (in Dollars)			$ 3,158,835
Cancellation of shares (in Shares)			3,293,333
Warrants redeemed per share			$ 0.1
Class A Ordinary Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Sale price			12
Ordinary share, par value			0.0001
Class B Ordinary Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Ordinary share, par value			$ 0.0001
Aggregate of shares (in Shares)			1,929,083
Cancellation of shares (in Shares)			1,929,083
Class B Ordinary Shares [Member] | Private Placement Warrants [Member]
Commitments and Contingencies (Details) [Line Items]
Shares purchased per share			$ 1.85

Shareholders_ (Deficit) Equity

Shareholders’ (Deficit) Equity (Details) - USD ($)			1 Months Ended		11 Months Ended	12 Months Ended
	Oct. 14, 2021	Jul. 09, 2021	Feb. 15, 2022	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Shareholders’ (Deficit) Equity (Details) [Line Items]
Preferred stock, shares authorized					5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)					$ 0.0001	$ 0.0001
Preference shares issued
Preference shares outstanding
Percentage of ordinary shares issued						20%
Percentage of ordinary shares outstanding						20%
Warrants expire term						5 years
Business combination, description						In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsors or their affiliates, without taking into account any Founder Shares held by the Company’s sponsors or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Private placement warrants						3,293,333
Warrant [Member]
Shareholders’ (Deficit) Equity (Details) [Line Items]
Warrants outstanding (in Dollars)					$ 0	$ 10,794,167
Warrant price per share (in Dollars per share)						$ 0.01
IPO [Member] | Warrant [Member]
Shareholders’ (Deficit) Equity (Details) [Line Items]
Warrants issued						14,087,500
Public Warrants [Member]
Shareholders’ (Deficit) Equity (Details) [Line Items]
Warrants issued						8,587,500
Private Placement Warrants [Member]
Shareholders’ (Deficit) Equity (Details) [Line Items]
Ordinary shares, par value (in Dollars per share)						$ 11.5
Warrants issued						5,500,000
Class A Ordinary Shares [Member]
Shareholders’ (Deficit) Equity (Details) [Line Items]
Ordinary shares, authorized						500,000,000
Ordinary shares, par value (in Dollars per share)						$ 0.0001
Voting rights, description						Holders of Class A ordinary shares are entitled to one vote for each share.
Warrant price per share (in Dollars per share)						$ 12
Class A Ordinary Shares [Member] | Warrant [Member]
Shareholders’ (Deficit) Equity (Details) [Line Items]
Shares issued price per share (in Dollars per share)						11.5
Warrant price per share (in Dollars per share)						$ 18
Class B Ordinary Shares [Member]
Shareholders’ (Deficit) Equity (Details) [Line Items]
Ordinary shares, authorized						50,000,000
Ordinary shares, par value (in Dollars per share)						$ 0.0001
Voting rights, description						Holders of the Class B ordinary shares are entitled to one vote for each share.
Ordinary shares, issued					2,875,000	933,417
Ordinary Shares, outstanding					2,875,000	933,417
Shares subject to forfeiture			12,500		375,000
Percentage of ordinary shares issued					20%
Percentage of ordinary shares outstanding					20%
EBC Founder Shares [Member]
Shareholders’ (Deficit) Equity (Details) [Line Items]
Total consideration (in Dollars)	$ 5	$ 5		$ 6
Additional shares issued	50,000			60,000
Total fair value (in Dollars)						$ 888,855
EBC Founder Shares [Member] | Class A Ordinary Shares [Member]
Shareholders’ (Deficit) Equity (Details) [Line Items]
Company issued		50,000
EBC Founder Shares [Member] | Class A Ordinary Shares [Member]
Shareholders’ (Deficit) Equity (Details) [Line Items]
Ordinary shares, issued	50,000	50,000		60,000	100,000	160,000
Total consideration (in Dollars)	$ 5	$ 5		$ 6
Shares subject to possible redemption (in Dollars)						$ 11,450,000
Ordinary Shares, outstanding					100,000	160,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value on a recurring and non-recurring basis - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Level 1 [Member] | Marketable securities held in Trust Account [Member] | Recurring [Member]
Assets:
Total	$ 118,509,513
Level 3 [Member] | Fair value of EBC Founder Shares (included within deferred offering costs) [Member] | Non-recurring [Member]
Assets:
Total	$ 350,627	$ 538,234

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value - Initial Measurements inputs on July 9, 2021, October 14, 2021 and January 31, 2022 [Member] - Level 3 [Member]	12 Months Ended
	Dec. 31, 2022 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of Initial Public Offering share (in Dollars per share)	$ 9.25
Probability of Business Combination not happening	5%
Discount for lack of marketability	20%
Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability of Initial Public Offering not happening	5%
Estimated concessions	12.50%
Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability of Initial Public Offering not happening	13%
Estimated concessions	13%

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of the changes in the fair value of level 3 EBC founder shares - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Over-allotment liability [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of level 3 EBC founder shares [Line Items]
Fair value as of beginning balance
Fair value as of ending balance
February 10, 2022 [Member] | Over-allotment liability [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of level 3 EBC founder shares [Line Items]
Initial measurement for shares issued		54,192
February 15, 2022 [Member] | Over-allotment liability [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of level 3 EBC founder shares [Line Items]
Change in fair value on February 15, 2022 (over-allotment exercise date)		(1,862)
February 15, 2022 [Member] | Over-allotment liability [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of level 3 EBC founder shares [Line Items]
Elimination of over-allotment liability on February 15, 2022		(52,330)
Level 3 [Member] | Total EBC Founder Shares [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of level 3 EBC founder shares [Line Items]
Fair value as of beginning balance		538,234
Fair value as of ending balance	538,234
Level 3 [Member] | July 9, 2021 [Member] | Total EBC Founder Shares [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of level 3 EBC founder shares [Line Items]
Initial measurement for shares issued	269,117
Level 3 [Member] | October 14, 2021 [Member] | Total EBC Founder Shares [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of level 3 EBC founder shares [Line Items]
Initial measurement for shares issued	269,117
Level 3 [Member] | January 31, 2022 [Member] | Total EBC Founder Shares [Member]
Fair Value Measurements (Details) - Schedule of the changes in the fair value of level 3 EBC founder shares [Line Items]
Fair value as of beginning balance		$ 888,855
Initial measurement for shares issued	350,621
Fair value as of ending balance	$ 888,855

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	Feb. 15, 2022	Feb. 10, 2022
Schedule of Quantitative Information Regarding Level3 Fair Value Measurements [Abstract]
Value of Initial Public Offering share (in Dollars per share)	$ 10.01	$ 10
Expected term	1 month 9 days	1 month 13 days
Volatility	2.48%	2.48%
Yield curve	0.133%	0.223%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Apr. 04, 2023	Mar. 24, 2023
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Net tangible assets		$ 5,000,001
Minimum [Member]
Subsequent Events (Details) [Line Items]
Promissory note principal amount	$ 300,000
Maximum [Member]
Subsequent Events (Details) [Line Items]
Promissory note principal amount	$ 500,000