Integrated Wellness Acquisition (WELUF) 10-K 31 Mar 23 2022 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-41131
Entity Registrant Name	INTEGRATED WELLNESS ACQUISITION CORP
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1615488
Entity Address, Postal Zip Code	10921
Entity Address, Address Line One	148 N Main Street Florida
Entity Address, City or Town	Florida
Entity Address, State or Province	NY
City Area Code	845
Local Phone Number	651-5039
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float			$ 114,655,000
Auditor Firm ID	243
Auditor Name	BDO USA, LLP
Auditor Location	New York, New York
Entity Central Index Key	0001877557
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	WEL.U
Security Exchange Name	NYSE
Common Class A
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares, par value $.0001 per share
Trading Symbol	WEL
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		11,500,000
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share
Trading Symbol	WEL WS
Security Exchange Name	NYSE
Common Class B
Document and Entity Information
Entity Common Stock, Shares Outstanding		2,875,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 436,972	$ 1,760,884
Prepaid expenses	365,545	15,350
Total Current Assets	802,517	1,776,234
Non-current Assets
Marketable securities held in Trust Account	118,992,274	117,300,361
Total Non-current Assets	118,992,274	117,300,361
TOTAL ASSETS	119,794,791	119,076,595
Current Liabilities
Accrued expenses	212,784	37,100
Account payable	56,654	54,400
Accrued offering costs		52,783
Due to related party	25,500	0
Total Current Liabilities	294,938	144,283
Non-current Liabilities
Deferred underwriting commissions	4,025,000	4,025,000
Total Non-current Liabilities	4,025,000	4,025,000
Total Liabilities	4,319,938	4,169,283
Commitments and Contingencies
Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(3,517,709)	(2,393,337)
Total Shareholders' Deficit	(3,517,421)	(2,393,049)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT	119,794,791	119,076,595
Class A ordinary shares
Shareholders' Deficit:
Common stock	0	0
Class A common stock subject to possible redemption
Non-current Liabilities
Class A ordinary shares subject to possible redemption, $0.0001 par value; 479,000,000 shares authorized; 11,500,000 shares issued and outstanding at redemption value	118,992,274	117,300,361
Class B ordinary shares
Shareholders' Deficit:
Common stock	$ 288	$ 288

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred shares, par or stated value per share	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0
Class A ordinary shares
Common shares, par or stated value per share	$ 0.0001	$ 0.0001
Common shares, shares authorized	479,000,000	479,000,000
Class A common stock subject to possible redemption
Temporary equity, shares issued	11,500,000	11,500,000
Temporary equity, shares outstanding	11,500,000	11,500,000
Class A common stock not subject to possible redemption
Temporary equity, shares par value	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	479,000,000	479,000,000
Temporary equity, shares issued	11,500,000	11,500,000
Temporary equity, shares outstanding	11,500,000	11,500,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class B ordinary shares
Common shares, par or stated value per share	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	2,875,000	2,875,000
Common shares, shares outstanding	2,875,000	2,875,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Formation and operating costs	$ 29,471	$ 72,777
Accounting and legal expense	86,660	397,266
Listing fees		175,357
Insurance expense	27,440	463,980
Advertising and marketing	2,400	12,233
Administrative expenses		2,759
Operating Expenses	145,971	1,124,372
Loss from operations	(145,971)	(1,124,372)
Other income:
Earnings on marketable securities held in Trust Account	262	1,312,150
Unrealized gain on marketable securities held in Trust Account	99	379,763
Total other income	361	1,691,913
Net income (loss)	$ (145,610)	567,541
Class A ordinary shares
Other income:
Net income (loss)		$ 792,416
Basic weighted average shares outstanding of redeemable ordinary shares	4,353,107	11,500,000
Diluted weighted average shares outstanding of redeemable ordinary shares	4,353,107	11,500,000
Basic, net income (loss) per share	$ 0.61	$ 0.07
Diluted, net income (loss) per share	$ 0.61	$ 0.07
Class B ordinary shares
Other income:
Net income (loss)		$ (224,875)
Basic weighted average shares outstanding of redeemable ordinary shares	2,875,000	2,875,000
Diluted weighted average shares outstanding of redeemable ordinary shares	2,875,000	2,875,000
Basic, net income (loss) per share	$ (0.98)	$ (0.08)
Diluted, net income (loss) per share	$ (0.98)	$ (0.08)

STATEMENTS OF CHANGES IN CLASS

STATEMENTS OF CHANGES IN CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - USD ($)	Class A Common Stock Subject To Possible Redemption [Member] Common Stock [Member]	Common Class B [Member] Common Stock [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Jul. 06, 2021	$ 0	$ 0		$ 0	$ 0	$ 0
Balance (in Shares) at Jul. 06, 2021	0
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	$ 103,378,068
Stock Issued During Period, Shares, New Issues	11,500,000
Proceeds allocated to public warrants				4,799,854		4,799,854
Issuance of Private Placement Warrants				6,850,000		6,850,000
Accretion of Class A ordinary shares to redemption value	$ 13,922,293			$ (11,674,566)	(2,247,727)	(13,922,293)
Net income (loss)					(145,610)	(145,610)
Balance at Dec. 31, 2021	$ 117,300,361	$ 288			(2,393,337)	(2,393,049)
Balance (in Shares) at Dec. 31, 2021	11,500,000	2,875,000
Accretion of Class A ordinary shares to redemption value	$ 1,691,913				(1,691,913)	(1,691,913)
Net income (loss)			$ (224,875)		567,541	567,541
Balance at Dec. 31, 2022	$ 118,992,274	$ 288			$ (3,517,709)	$ (3,517,421)
Balance (in Shares) at Dec. 31, 2022	11,500,000	2,875,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (145,610)	$ (145,610)	$ 567,541
Adjustments to reconcile net loss to net cash used in operating activities
Unrealized gain on marketable securities held in Trust Account	(99)		(379,763)
Changes in operating assets and liabilities
Prepaid expenses	(15,350)		(350,195)
Accounts payable and accrued expenses	91,500		177,938
Accrued offering costs			(52,783)
Net cash used in operating activities	(69,559)		(37,262)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(117,300,000)
Reinvestment of earnings on Trust Account	(262)		(1,312,150)
Net cash used in investing activities	(117,300,262)		(1,312,150)
Cash Flows from Financing Activities:
Proceeds from issuance of Class A ordinary shares	115,000,000
Payment of underwriting fee	(2,300,000)
Proceeds from sale of Private Placement Warrants	6,850,000
Repayment of promissory note - related party	(228,080)
Payment of deferred offering costs	(191,215)
Payment made by Sponsor on behalf of the Company			25,500
Net cash provided by financing activities	119,130,705		25,500
Net Change in Cash	1,760,884		(1,323,912)
Cash - Beginning			1,760,884
Cash - End	1,760,884	1,760,884	436,972
Supplemental Disclosure of Non-cash Financing Activities:
Accretion of Class A ordinary shares subject to possible redemption	13,922,293	$ 13,922,293	$ 1,691,913
Deferred underwriters fee liability	4,025,000
Deferred offering costs included in accrued offering costs	52,783
Deferred offering costs paid by Sponsor through promissory note	$ 228,080

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2022
ORGANIZATION AND BUSINESS OPERATIONS
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Organization and General Integrated Wellness Acquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company on July 7, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Sponsor and Initial Financing As of December 31, 2022, the Company had not commenced any operations. All activity for the period from July 7, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company generates non-operating income in the form of earnings on marketable securities held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on December 8, 2021. On December 13, 2021, the Company consummated the IPO of 11,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the exercise by the underwriter of its over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,850,000 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 IWH Sponsor LP (the “Sponsor”), generating proceeds of $6,850,000, which is described in Note 4. Transaction costs of the IPO amounted to $6,822,078, consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $497,078 of offering costs. Of these amounts, $302,696 was allocated to the Public Warrants (as defined in Note 3) and charged against additional paid-in capital and $6,519,382 were allocated to Class A ordinary shares reducing the initial carrying amount of such shares. In addition, on December 13, 2021, cash of approximately $1,778,733 was held outside of the Trust Account and was available for the payment of offering costs and for working capital purposes. The Trust Account Following the closing of the IPO on December 13, 2021, an amount of $117,300,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The funds in the Trust Account were invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is not permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earlier of: (i) the Company’s completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more operating businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public 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 public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account, calculated 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. The per-share amount to be distributed to the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, Class A ordinary shares are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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 more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Amended and Restated Memorandum and Articles of Association of the Company provides that only Public Shares and not any Founder Shares are entitled to redemption rights. In addition, the Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination 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. The Company will have until 18 months from the closing of the IPO to complete a Business Combination (the “Combination Period”) (or up to 21 months from the closing of the IPO if the Company extends the time to complete a Business Combination by the sponsor depositing into the Trust Account for each three-month extension $1,150,000 ($0.10 per share)), up to an aggregate of $2,300,000, or $0.20 per unit, on or prior to the date of the applicable deadline. 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 not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses, 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 liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive it right to its deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share amount in the Trust Account, which was initially $10.20 per public share. The Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered (other than its independent registered public accounting firm) 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 the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply as to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective Target Businesses and 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. Liquidity and Going Concern As of December 31, 2022, the Company had $436,972 in cash and working capital of $507,579. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Management continues to monitor the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those the Company cannot yet predict, may cause the Company’s business, financial condition, results of operations and the price of the Company’s common stock to be adversely affected.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited 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 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 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. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 does not have any cash equivalents as of December 31, 2022 or 2021. Marketable Securities Held in Trust Account Following the closing of the IPO on December 13, 2021, an amount of $117,300,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. As of December 31, 2022, substantially all of the assets held in the money market funds were invested primarily in U.S. Treasury securities. Offering Costs Associated with IPO Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to ordinary shares subject to possible redemption and to additional paid-in-capital based on the relative value of the Class A ordinary shares subject to possible redemption and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on December 13, 2021, offering costs totaled 6,822,078, consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $497,078 of offering costs. Of these amounts, $302,696 was allocated to the Public Warrants and charged against additional paid-in capital and $6,519,382 were allocated to the Class A ordinary shares reducing the initial carrying amount of such shares. Derivative Financial Instruments The Company accounts for derivative liabilities as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s financial assets and liabilities approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” using the asset and liability method and deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. Deferred tax assets were deemed immaterial as of December 31, 2022 and 2021. Tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. 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 features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the 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’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On December 13, 2021, the Company recorded an accretion of $13,921,932, $11,674,566 of which was recorded in additional paid-in capital and $2,247,366 was recorded in accumulated deficit. As of December 31, 2022 and 2021, the Company has recorded $1,691,913 and $13,922,293 to remeasure Class A ordinary shares subject to possible redemption to its redemption value, respectively. As of December 31, 2022, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 115,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (5,102,550) Offering costs allocated to Class A ordinary shares subject to possible redemption ​ (6,519,382) Add: ​ Re-measurement of Class A ordinary shares subject to possible redemption ​ 13,922,293 Class A ordinary shares subject to possible redemption, December 31, 2021 ​ 117,300,361 Re-measurement of Class A ordinary shares subject to possible redemption ​ 1,691,913 Class A ordinary shares subject to possible redemption, December 31, 2022 ​ $ 118,992,274 ​ Net Income (Loss) Per Ordinary Share The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and loss per non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable ordinary shares, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable ordinary shares and 20% for the non-redeemable ordinary shares for the year ended December 31, 2022 and for the period from July 7, 2021 (inception) to December 31, 2021, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net loss per ordinary share for the year ended December 31, 2022: ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, 2022 Net income ​ $ 567,541 Accretion of temporary equity to redemption value ​ (1,691,913) Net loss including accretion of temporary equity to redemption value ​ $ (1,124,372) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, 2022 ​ ​ Class A ​ Class B Basic and diluted net income (loss) per share: ​ ​ Numerator: ​ ​ Allocation of net income (loss) including accretion of temporary equity ​ $ (899,497) ​ $ (224,875) Allocation of accretion of temporary equity to redemption value ​ 1,691,913 ​ — Allocation of net income (loss) ​ $ 792,416 ​ $ (224,875) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted-average shares outstanding ​ 11,500,000 ​ 2,875,000 Basic and diluted net income (loss) per share ​ $ 0.07 ​ $ (0.08) ​ The following table reflects the calculation of basic and diluted net loss per ordinary share for the period from July 7, 2021 (inception) through December 31, 2021: ​ ​ ​ ​ ​ ​ For the period from ​ ​ July 7, 2021 (inception) ​ ​ through ​ ​ December 31, 2021 Net loss from inception to date of initial public offering $ (6,671) Net loss from date of initial public offering to year-end ​ (138,939) Total loss from inception to December 31, 2021 ​ (145,610) Accretion of temporary equity to redemption value ​ (13,922,293) Net loss including accretion of temporary equity to redemption value ​ $ (14,067,903) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ July 7, 2021 (inception) through ​ ​ December 31, 2021 ​ ​ Class A ​ Class B Basic and diluted net income (loss) per share: ​ ​ Numerator: ​ ​ Allocation of net income (loss) including accretion of temporary equity ​ $ (11,254,323) ​ $ (2,813,581) Allocation of accretion of temporary equity to redemption value ​ 13,922,293 ​ — Allocation of net income (loss) ​ $ 2,667,971 ​ $ (2,813,581) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted-average shares outstanding ​ 4,353,107 ​ 2,875,000 Basic and diluted net income (loss) per share ​ $ 0.61 ​ $ (0.98) ​ Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. 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 Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING In connection with the Company’s IPO, on December 13, 2021, the Company sold 11,500,000 Units at a price of $10.00 per Unit, including the underwriters full exercise of the over-allotment option, generating gross proceeds of $115,000,000. Each Unit consists of one Public Share and one-half of one warrant (“Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). An aggregate of $10.20 per Unit sold in the IPO was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 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.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($6,850,000 in the aggregate). Each Private Placement Warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be 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.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On July 7, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 2,875,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares after the IPO. Simultaneously with the closing of the IPO, the underwriters exercised the over-allotment option in full. Accordingly, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, 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. Promissory Note — Related Party In July 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of March 31, 2022 or the consummation of the IPO. As of December 31, 2021, the Company repaid the Sponsor $228,080 for borrowings under the Promissory Note. As such, as of December 31, 2022 and 2021, there were no amounts outstanding under the Promissory Note. The Company is not able to borrow additional amounts under the Promissory Note. Administrative Services Agreement The Company has agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022 and for the period from July 7, 2021 (inception) through December 31, 2021, the Sponsor has waived any payments under this agreement. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital 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 $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant, of the post Business Combination entity. If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that 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. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, no Working Capital Loans were outstanding. Due to Related Party As of December 31, 2022, the Company owes the Sponsor $25,500 for a payment made by the Sponsor on behalf of the Company. The Company intends to repay the Sponsor for this amount. There were no amounts due to related parties as of December 31, 2021.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2022
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	NOTE 6 — SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — With respect to any matter submitted to a vote of our shareholders, including any vote in connection with a Business Combination, except as required by law, holders of our Founder Shares and holders of our Public Shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a 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 offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. The holders of a majority of the issued and outstanding Class B ordinary shares may agree to waive the foregoing adjustment provisions as to any particular issuance or deemed issuance of additional shares of Class A ordinary shares or equity-linked securities. Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the Class A ordinary shares issuable upon such Public Warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 60 Once the Public Warrants become exercisable, the Company may redeem the Public 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 closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable by the Company.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 7 — COMMITMENTS AND CONTINGENCIES Registration Rights Agreement The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders will have the right to require the Company to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that the Company register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our 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

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 8 — FAIR VALUE MEASUREMENTS At December 31, 2022 and 2021, the Company’s marketable securities held in the Trust Account were valued at $118,992,274 and $117,300,361, respectively. The marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The following tables presents the fair value information, as of December 31, 2022 and 2021, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ Marketable Securities held in Trust Account (1) ​ $ 118,992,274 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ Marketable Securities held in Trust Account (1) ​ $ 117,300,361 ​ $ — ​ $ — (1) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature .

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than as disclosed below. On January 18, 2023, the Company and Alliance Global Partners (“AGP”) amended the letter agreement, (the “AGP Letter Agreement”), between the Company and AGP. Pursuant to the amendment, upon consummation of the Business Combination, a transaction fee equal to $4,800,000 will be payable to AGP. The AGP transaction fee will be payable as follows: ● if the funds in the Trust Account as of closing of the Business Combination (“Closing”) are less than or equal to $5 million: (i) 50% of the fee shall be payable by delivery of a note in the principal amount of $2,341,463.41 (with a 12 month term and an interest rate of 5.0% ); and (ii) 50% of the fee shall be payable by the issuance of shares (as defined below) valued at $2.4 million; ● if the funds in the Trust Account as of Closing are greater than $5 million but less than or equal to $10 million: (i) 25% of the fee ( $1.2 million) shall be payable in cash; (ii) 25% of the fee shall be payable by delivery of a note in the principal amount of $1,170,731.71 (with a 12 month term and an interest rate of 5.0% ); and (iii) 50% of the fee shall be payable by the issuance of shares valued at $2.4 million; ● if the funds in the Trust Account as of Closing are greater than $10 million but less than or equal to $15 million: (i) 50% of the fee ( $2.4 million) shall be payable in cash; and (ii) 50% of the fee shall be payable by the issuance of shares valued at $2.4 million; and ● if the funds in the Trust Account as of Closing are greater than $15 million: (i) 75% the fee ( $3.6 million) shall be payable in cash; and (ii) 25% of the fee shall be payable by the issuance of shares valued at $1.2 million. On January 25, 2023, the Company and BTIG, LLC (“BTIG”) entered into a letter agreement (the “BTIG Letter Agreement”) to amend the Underwriting Agreement dated December 8, 2021, between the Company and BTIG. Pursuant to the BTIG Letter Agreement, upon consummation of the Business Combination, deferred underwriting fees equal to $4,025,000 less $1,006,250 together with a $500,000 capital advisory fee will be payable to BTIG. The BTIG Transaction Fee will be payable as follows: ● if the funds in the Trust Account as of Closing are less than or equal to $15 million, the Company may elect to pay up to 100% of the fee in shares; ● if the funds in the Trust Account as of Closing are greater than $15 million but less than or equal to $20 million, the Company may elect to pay up to 75% of the fee in shares; ● if the funds in the Trust Account as of Closing are greater than $20 million but less than or equal to $25 million, the Company may elect to pay up to 50% of the fee in shares; and ● if the funds in the Trust Account as of Closing are greater than $25 million but less than or equal to $30 million, the Company may elect to pay up to 25% of the fee in shares. On February 10, 2023, the Company entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”) with Refreshing USA, LLC, a Washington limited liability company (“Refreshing”), IWAC Holdings Inc., a Delaware corporation and wholly-owned subsidiary of IWAC (“Pubco”), IWAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), Refreshing USA Merger Sub LLC, a Washington limited liability company and a wholly-owned subsidiary of Pubco (“Refreshing Merger Sub”), the Sponsor, as the representative from and after the Effective Time (as defined in the Merger Agreement) of the stockholders of Pubco (other than the Sellers (as defined below) and their successors and assignees), and Ryan Wear, in the capacity as the representative of the equity holders of Refreshing (the “Sellers”) from and after the Effective Time. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the effective time, the Company will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation, (ii) following the Domestication, Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and wholly-owned subsidiary of Pubco, in connection with which all of the existing securities of the Company will be exchanged for rights to receive securities of Pubco as follows: (a) each share of the Company’s common stock, par value $0.0001, outstanding immediately prior to the effective time shall automatically convert into one share of Pubco common stock and (b) each whole public warrant and each private placement warrant shall automatically convert into one Pubco warrant on substantially the same terms and conditions; and (iii) Refreshing Merger Sub will merge with and into Refreshing, with Refreshing continuing as the surviving entity and wholly-owned subsidiary of Pubco, pursuant to which all Refreshing Units issued and outstanding immediately prior to the effective time will be converted into the right to receive the applicable portion of the merger consideration. Pursuant to the terms of the Merger Agreement, the merger consideration to be delivered to the Sellers in connection with the transaction will be a number of newly-issued shares of Pubco common stock with an aggregate value equal to $160,000,000, subject to adjustments for Refreshing’s net working capital, closing debt (net of cash) and accrued but unpaid expenses related to the transaction. On March 13, 2023, the Company issued a promissory note in the principal amount of $1.15 million to the Sponsor in connection with the Extension (as defined below). The note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial business combination is consummated and (ii) the liquidation of the Company on or before June 13, 2023 (unless extended to September 13, 2023) or such later liquidation date as may be approved by the Company’s shareholders. On March 14, 2023, the Company issued a press release announcing that the Sponsor had deposited an aggregate of $1.15 million (representing $0.10 per public share) into the Company’s trust account for its public stockholders. The deposit enables the Company to extend the date by which the Company has to complete its initial business combination from March 13, 2023 to June 13, 2023 (the “Extension”). The Extension is the first of two three ​

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying audited 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 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 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. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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 does not have any cash equivalents as of December 31, 2022 or 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the IPO on December 13, 2021, an amount of $117,300,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account. As of December 31, 2022, substantially all of the assets held in the money market funds were invested primarily in U.S. Treasury securities.
Offering Costs Associated with IPO	Offering Costs Associated with IPO Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to ordinary shares subject to possible redemption and to additional paid-in-capital based on the relative value of the Class A ordinary shares subject to possible redemption and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on December 13, 2021, offering costs totaled 6,822,078, consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $497,078 of offering costs. Of these amounts, $302,696 was allocated to the Public Warrants and charged against additional paid-in capital and $6,519,382 were allocated to the Class A ordinary shares reducing the initial carrying amount of such shares.
Derivative Financial Instruments	Derivative Financial Instruments The Company accounts for derivative liabilities as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s financial assets and liabilities approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Income taxes	Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” using the asset and liability method and deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. Deferred tax assets were deemed immaterial as of December 31, 2022 and 2021. Tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. 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 features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the 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’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value at the end of each reporting period and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On December 13, 2021, the Company recorded an accretion of $13,921,932, $11,674,566 of which was recorded in additional paid-in capital and $2,247,366 was recorded in accumulated deficit. As of December 31, 2022 and 2021, the Company has recorded $1,691,913 and $13,922,293 to remeasure Class A ordinary shares subject to possible redemption to its redemption value, respectively. As of December 31, 2022, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 115,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (5,102,550) Offering costs allocated to Class A ordinary shares subject to possible redemption ​ (6,519,382) Add: ​ Re-measurement of Class A ordinary shares subject to possible redemption ​ 13,922,293 Class A ordinary shares subject to possible redemption, December 31, 2021 ​ 117,300,361 Re-measurement of Class A ordinary shares subject to possible redemption ​ 1,691,913 Class A ordinary shares subject to possible redemption, December 31, 2022 ​ $ 118,992,274 ​
Net Income (Loss) per Ordinary Share	Net Income (Loss) Per Ordinary Share The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and loss per non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable ordinary shares, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable ordinary shares and 20% for the non-redeemable ordinary shares for the year ended December 31, 2022 and for the period from July 7, 2021 (inception) to December 31, 2021, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net loss per ordinary share for the year ended December 31, 2022: ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, 2022 Net income ​ $ 567,541 Accretion of temporary equity to redemption value ​ (1,691,913) Net loss including accretion of temporary equity to redemption value ​ $ (1,124,372) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, 2022 ​ ​ Class A ​ Class B Basic and diluted net income (loss) per share: ​ ​ Numerator: ​ ​ Allocation of net income (loss) including accretion of temporary equity ​ $ (899,497) ​ $ (224,875) Allocation of accretion of temporary equity to redemption value ​ 1,691,913 ​ — Allocation of net income (loss) ​ $ 792,416 ​ $ (224,875) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted-average shares outstanding ​ 11,500,000 ​ 2,875,000 Basic and diluted net income (loss) per share ​ $ 0.07 ​ $ (0.08) ​ The following table reflects the calculation of basic and diluted net loss per ordinary share for the period from July 7, 2021 (inception) through December 31, 2021: ​ ​ ​ ​ ​ ​ For the period from ​ ​ July 7, 2021 (inception) ​ ​ through ​ ​ December 31, 2021 Net loss from inception to date of initial public offering $ (6,671) Net loss from date of initial public offering to year-end ​ (138,939) Total loss from inception to December 31, 2021 ​ (145,610) Accretion of temporary equity to redemption value ​ (13,922,293) Net loss including accretion of temporary equity to redemption value ​ $ (14,067,903) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ July 7, 2021 (inception) through ​ ​ December 31, 2021 ​ ​ Class A ​ Class B Basic and diluted net income (loss) per share: ​ ​ Numerator: ​ ​ Allocation of net income (loss) including accretion of temporary equity ​ $ (11,254,323) ​ $ (2,813,581) Allocation of accretion of temporary equity to redemption value ​ 13,922,293 ​ — Allocation of net income (loss) ​ $ 2,667,971 ​ $ (2,813,581) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted-average shares outstanding ​ 4,353,107 ​ 2,875,000 Basic and diluted net income (loss) per share ​ $ 0.61 ​ $ (0.98) ​
Related Parties	Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
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 Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of Class A ordinary shares, classified as temporary equity in the condensed balance sheets	​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 115,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (5,102,550) Offering costs allocated to Class A ordinary shares subject to possible redemption ​ (6,519,382) Add: ​ Re-measurement of Class A ordinary shares subject to possible redemption ​ 13,922,293 Class A ordinary shares subject to possible redemption, December 31, 2021 ​ 117,300,361 Re-measurement of Class A ordinary shares subject to possible redemption ​ 1,691,913 Class A ordinary shares subject to possible redemption, December 31, 2022 ​ $ 118,992,274 ​
Summary of basic and diluted net loss per ordinary share	The following table reflects the calculation of basic and diluted net loss per ordinary share for the year ended December 31, 2022: ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, 2022 Net income ​ $ 567,541 Accretion of temporary equity to redemption value ​ (1,691,913) Net loss including accretion of temporary equity to redemption value ​ $ (1,124,372) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, 2022 ​ ​ Class A ​ Class B Basic and diluted net income (loss) per share: ​ ​ Numerator: ​ ​ Allocation of net income (loss) including accretion of temporary equity ​ $ (899,497) ​ $ (224,875) Allocation of accretion of temporary equity to redemption value ​ 1,691,913 ​ — Allocation of net income (loss) ​ $ 792,416 ​ $ (224,875) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted-average shares outstanding ​ 11,500,000 ​ 2,875,000 Basic and diluted net income (loss) per share ​ $ 0.07 ​ $ (0.08) ​ The following table reflects the calculation of basic and diluted net loss per ordinary share for the period from July 7, 2021 (inception) through December 31, 2021: ​ ​ ​ ​ ​ ​ For the period from ​ ​ July 7, 2021 (inception) ​ ​ through ​ ​ December 31, 2021 Net loss from inception to date of initial public offering $ (6,671) Net loss from date of initial public offering to year-end ​ (138,939) Total loss from inception to December 31, 2021 ​ (145,610) Accretion of temporary equity to redemption value ​ (13,922,293) Net loss including accretion of temporary equity to redemption value ​ $ (14,067,903) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ July 7, 2021 (inception) through ​ ​ December 31, 2021 ​ ​ Class A ​ Class B Basic and diluted net income (loss) per share: ​ ​ Numerator: ​ ​ Allocation of net income (loss) including accretion of temporary equity ​ $ (11,254,323) ​ $ (2,813,581) Allocation of accretion of temporary equity to redemption value ​ 13,922,293 ​ — Allocation of net income (loss) ​ $ 2,667,971 ​ $ (2,813,581) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ Weighted-average shares outstanding ​ 4,353,107 ​ 2,875,000 Basic and diluted net income (loss) per share ​ $ 0.61 ​ $ (0.98) ​

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Summary of company's assets and liabilities that were accounted for at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ Marketable Securities held in Trust Account (1) ​ $ 118,992,274 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ Level 1 ​ Level 2 ​ Level 3 Assets: ​ ​ ​ Marketable Securities held in Trust Account (1) ​ $ 117,300,361 ​ $ — ​ $ — (1) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature .

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATIONS (Details)		6 Months Ended	12 Months Ended
	Dec. 13, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)
Condition for future business combination number of businesses minimum			1
Proceeds from issuance initial public offering		$ 115,000,000
Proceeds from issuance of warrants		6,850,000
Payments for underwriting expense			$ 2,300,000
Underwriting discount	$ 2,300,000		4,025,000
Other cost and expense, operating			$ 497,078
Thresh hold minimum aggregate fair market value as percentage of net assets held in trust account			80%
Minimum net tangible assets upon consummations of business combination			$ 5,000,001
Threshold percentage of public shares subject to redemption without company prior written consent			15%
Percentage of obligation to redeem public shares if entity does not complete business combination			100%
Threshold period from the closing of the public offering to consummate a business combination as per amended and restated memorandum and articles of association			18 months
Threshold period from the closing of the public offering extends the period of time to consummate a business combination			21 months
Payments to acquire restricted investment for each additional three month period			$ 2,300,000
Payments to acquire restricted investment for each additional three month period per share | $ / shares			$ 0.20
Maximum net interests to pay dissolution expenses			$ 100,000
Minimum per share amount to be maintained in the trust account | $ / shares			$ 10.20
Cash and cash equivalents, at carrying value		$ 1,760,884	$ 436,972	$ 1,760,884
Working capital			507,579
Common Class A
Proceeds from issuance initial public offering				115,000,000
Proceeds from issuance of warrants				$ 5,102,550
Transaction cost	6,519,382		6,519,382
Public Warrant
Transaction cost	$ 302,696		$ 302,696
IPO
Units issued during period, shares new issues | shares	11,500,000
Shares issued, price per share | $ / shares	$ 10.20
Proceeds from issuance initial public offering	$ 115,000,000
Business acquisition, transaction costs	$ 6,822,078
Stock issued during period, shares new issues | shares	117,300,000
Payments to acquire restricted investment for each additional three month period	$ 1,150,000
Payments to acquire restricted investment for each additional three month period per share | $ / shares	$ 0.10
IPO | Public Warrant | Common Class A
Cash	$ 1,778,733
Over-allotment option
Units issued during period, shares new issues | shares			1,500,000
Shares issued, price per share | $ / shares			$ 10
Private Placement | Private Placement Warrant
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares			6,850,000
Class of Warrant or Right, Price of Warrants or Rights | $ / shares			$ 1
Proceeds from issuance of warrants	$ 6,850,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)		6 Months Ended		12 Months Ended
	Dec. 13, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents		$ 0	$ 0	$ 0	$ 0
Unrecognized tax benefits		0	0	0	0
Unrecognized tax benefits, income tax penalties and interest accrued		0	0	0	0
Proceeds from issuance of Class A ordinary shares		115,000,000
Temporary equity, accretion to redemption value		13,922,293	13,922,293	1,691,913
Transaction costs of IPO	$ 6,822,078
Underwriting discount	2,300,000			4,025,000
Deferred underwriting discount	4,025,000
Offering costs	497,078
Common Class A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Proceeds from issuance of Class A ordinary shares					115,000,000
Transaction cost	6,519,382			6,519,382
Temporary equity, accretion to redemption value	13,921,932
Temporary equity, aggregate amount of redemption requirement		13,922,293	$ 13,922,293	$ 1,691,913	$ 13,922,293
Class A redeemable ordinary shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Common stock conversion ratio				80%
Retained Earnings
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Temporary equity, accretion to redemption value	2,247,366	2,247,727		$ 1,691,913
Additional Paid-in Capital
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Temporary equity, accretion to redemption value	11,674,566	$ 11,674,566
Public Warrant
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction cost	302,696			$ 302,696
Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Proceeds from issuance of Class A ordinary shares	$ 117,300,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Class A Ordinary Shares, Classified as Temporary Equity in the Condensed Balance Sheets (Details) - USD ($)		6 Months Ended		12 Months Ended
	Dec. 13, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds from initial public offering		$ 115,000,000
Less:
Proceeds allocated to public warrants		(6,850,000)
Add:
Re-measurement of Class A ordinary shares subject to possible redemption		$ 13,922,293	$ 13,922,293	$ 1,691,913
Common Class A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds from initial public offering					$ 115,000,000
Less:
Proceeds allocated to public warrants					(5,102,550)
Offering costs allocated to Class A ordinary shares subject to possible redemption					$ (6,519,382)
Add:
Re-measurement of Class A ordinary shares subject to possible redemption	$ 13,921,932

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Basic and Diluted Net Loss Per Ordinary Share (Details) - USD ($)		1 Months Ended	5 Months Ended	6 Months Ended		12 Months Ended
	Dec. 13, 2021	Dec. 31, 2021	Dec. 13, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Net income (loss)		$ (138,939)	$ (6,671)	$ (145,610)	$ (145,610)	$ 567,541
Accretion of temporary equity to redemption value				(13,922,293)	(13,922,293)	(1,691,913)
Net loss including accretion of temporary equity to redemption value					(14,067,903)	(1,124,372)
Numerator:
Allocation of net income (loss)		$ (138,939)	$ (6,671)	$ (145,610)	(145,610)	567,541
Common Class A
Net income (loss)					2,667,971	792,416
Accretion of temporary equity to redemption value	$ (13,921,932)
Numerator:
Allocation of net income (loss) including accretion of temporary equity					(11,254,323)	(899,497)
Allocation of accretion of temporary equity to redemption value					13,922,293	1,691,913
Allocation of net income (loss)					$ 2,667,971	$ 792,416
Denominator:
Weighted-average shares outstanding , Diluted				4,353,107		11,500,000
Weighted-average shares outstanding, Basic				4,353,107	4,353,107	11,500,000
Basic, net income (loss) per share				$ 0.61	$ 0.61	$ 0.07
Diluted, net income (loss) per share				$ 0.61		$ 0.07
Class A common stock subject to possible redemption
Accretion of temporary equity to redemption value						$ (1,691,913)	$ (13,922,293)
Common Class B
Net income (loss)					$ (2,813,581)	(224,875)
Numerator:
Allocation of net income (loss) including accretion of temporary equity					(2,813,581)	(224,875)
Allocation of net income (loss)					$ (2,813,581)	$ (224,875)
Denominator:
Weighted-average shares outstanding , Diluted				2,875,000		2,875,000
Weighted-average shares outstanding, Basic				2,875,000	2,875,000	2,875,000
Basic, net income (loss) per share				$ (0.98)	$ (0.98)	$ (0.08)
Diluted, net income (loss) per share				$ (0.98)		$ (0.08)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)		6 Months Ended
	Dec. 13, 2021	Dec. 31, 2021
INITIAL PUBLIC OFFERING
Proceeds from Issuance Initial Public Offering		$ 115,000,000
IPO
INITIAL PUBLIC OFFERING
Purchase of additional units on over allotments	117,300,000
Shares issued price	$ 10.20
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Term of restricted investments	185 days
Proceeds from Issuance Initial Public Offering	$ 115,000,000
IPO | Public Warrants
INITIAL PUBLIC OFFERING
Purchase of additional units on over allotments	11,500,000
Shares issued price	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		6 Months Ended	12 Months Ended
	Dec. 13, 2021	Dec. 31, 2021	Dec. 31, 2021
Proceeds from sale of Private Placement Warrants		$ 6,850,000
Common Class A [Member]
Proceeds from sale of Private Placement Warrants			$ 5,102,550
Private Placement Warrants [Member]
Class Of Warrants and Rights Issued Price Per Warrant	$ 1
Proceeds from sale of Private Placement Warrants	$ 6,850,000
Private Placement Warrants [Member] | Common Class A [Member]
Shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Private Placement Warrants [Member] | Sponsor [Member]
Class Of Warrants and Rights Issued During the Period	6,850,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)		6 Months Ended	12 Months Ended
	Jul. 07, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jul. 31, 2021
RELATED PARTY TRANSACTIONS
Repayment of promissory note		$ 228,080
Working Capital Loans outstanding		0	$ 0	$ 0
Due to related party		$ 0	25,500	0
Sponsor
RELATED PARTY TRANSACTIONS
Due to related party			25,500
Sponsor | Unsecured promissory note
RELATED PARTY TRANSACTIONS
Principal amount of notes issued					$ 300,000
Repayment of promissory note				228,080
Amount outstanding under the Promissory Note			0	$ 0
Proceeds from promissory note			0
Sponsor | Administration Services Agreement
RELATED PARTY TRANSACTIONS
Administrative services agreement (Service cost)			10,000
Sponsor | Working Capital Loans
RELATED PARTY TRANSACTIONS
Working Capital Loans convertible into warrants			$ 1,500,000
Debt Instrument, Convertible, Conversion Price			$ 1
Class A ordinary shares | Sponsor
RELATED PARTY TRANSACTIONS
Share price, in dollars per share			$ 12
Number of trading days for determining the share price			20 days
Number of consecutive trading days for determining the share price			30 days
Waiting period after business combination for determining the share price			180 days
Class B ordinary shares | Sponsor | Founder shares
RELATED PARTY TRANSACTIONS
Aggregate common stock value	$ 25,000
Purchase of additional units on over allotments	2,875,000
Shares subject to forfeiture	375,000
Percentage of ordinary shares issued and outstanding	20%
Ordinary shares lock in period			1 year
Class B ordinary shares | Sponsor | Founder shares | Over-allotment option
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture	375,000

SHAREHOLDERS' EQUITY (Details)

SHAREHOLDERS' EQUITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SHAREHOLDERS' EQUITY
Preference shares, par or stated value per share	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Public Warrants
SHAREHOLDERS' EQUITY
Warrants exercisable term from the closing of IPO	12 months
Warrants exercisable term from the date of completion of business combination	30 days
Number of days after consummation of business combination within which the securities shall be registered	20 days
Number of days after which business combination within which securities registration shall be effective	60 days
Class of warrants or rights redemption price per warrant	$ 0.01
Notice period to be given prior to redemption	30 days
Volume weighted average price of shares	$ 9.20
Class A ordinary shares
SHAREHOLDERS' EQUITY
Common shares, par or stated value per share	$ 0.0001	$ 0.0001
Common shares, shares authorized	479,000,000	479,000,000
Common shares, voting rights	one vote
Class A ordinary shares | Share price equals or exceeds $18.00 per dollar
SHAREHOLDERS' EQUITY
Adjusted exercise price of warrants as a percentage of newly issued price	180%
Class A ordinary shares | Public Warrants
SHAREHOLDERS' EQUITY
Adjusted exercise price of warrants as a percentage of newly issued price	115%
Class A ordinary shares | Public Warrants | Share price equals or exceeds $18.00 per dollar
SHAREHOLDERS' EQUITY
Share price	$ 18
Number of trading days for determining the share price	20 days
Number of consecutive trading days for determining the share price	30 days
Class A ordinary shares | Public Warrants | Share price equals or less $9.20 per dollar
SHAREHOLDERS' EQUITY
Shares issued price	$ 9.20
Proceeds from equity used for funding business combination as a percentage of the total	60%
Number of consecutive trading days for determining volume weighted average price of shares	20 days
Share redemption trigger price	$ 18
Class A ordinary shares | Private Placement Warrants
SHAREHOLDERS' EQUITY
Notice period to be given prior to redemption	30 days
Class A common stock subject to possible redemption
SHAREHOLDERS' EQUITY
Temporary equity, shares issued	11,500,000	11,500,000
Temporary equity, shares outstanding	11,500,000	11,500,000
Class A common stock not subject to possible redemption
SHAREHOLDERS' EQUITY
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Temporary equity, shares issued	11,500,000	11,500,000
Temporary equity, shares outstanding	11,500,000	11,500,000
Class B ordinary shares
SHAREHOLDERS' EQUITY
Common shares, par or stated value per share	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	2,875,000	2,875,000
Common shares, shares outstanding	2,875,000	2,875,000
Conversion basis	one-for-one
Percentage Of common stock on conversion of shares	20%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Dec. 13, 2021 USD ($) $ / shares shares
IPO
COMMITMENTS AND CONTINGENCIES
Purchase of additional units on over allotments | shares	117,300,000
Underwriter
COMMITMENTS AND CONTINGENCIES
Deferred underwriting discount per share | $ / shares	$ 0.35
Payment of deferred underwriting discount	$ 4,025,000
Underwriter | Over-allotment option
COMMITMENTS AND CONTINGENCIES
Underwriters granted period	45 days
Purchase of additional units on over allotments | shares	1,500,000
Gross proceeds	$ 15,000,000
Underwriter | IPO
COMMITMENTS AND CONTINGENCIES
Cash underwriting discount | $ / shares	$ 0.20
Payment of underwriting discount	$ 2,300,000

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair value hierarchy of company's assets and liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Marketable Securities held in Trust Account	$ 118,992,274	$ 117,300,361
Fair value, Recurring | Level 1
Assets:
Marketable Securities held in Trust Account	$ 118,992,274	$ 117,300,361

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Marketable securities held in Trust Account	$ 118,992,274	$ 117,300,361

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Mar. 14, 2023 USD ($) M $ / shares	Feb. 10, 2023 USD ($) $ / shares	Jan. 25, 2023 USD ($)	Jan. 18, 2023 USD ($)	Mar. 13, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 31, 2021 USD ($)
SUBSEQUENT EVENTS
Deferred underwriter fee payable						$ 4,025,000	$ 4,025,000
Promissory note | Sponsor
SUBSEQUENT EVENTS
Principal amount of notes issuable for transaction fee payable								$ 300,000
Subsequent events
SUBSEQUENT EVENTS
Amount deposited in trust account by sponsor	$ 1,150,000
Share price | $ / shares	$ 0.10
Common shares, par or stated value per share | $ / shares		$ 0.0001
Aggregate common stock value		$ 160,000,000
Number of automatic extensions permitted to complete its initial business combination | M	2
Term of automatic extensions	3 months
Subsequent events | Promissory note | Sponsor
SUBSEQUENT EVENTS
Principal amount of notes issuable for transaction fee payable					$ 1,150,000
Percentage of interest on notes issuable for transaction fee payable					0%
Subsequent events | Scenario, three | Minimum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing				$ 10,000,000
Subsequent events | Scenario, three | Maximum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing				15,000,000
Subsequent events | AGP Letter Agreement
SUBSEQUENT EVENTS
Transaction fee payable				$ 4,800,000
Subsequent events | AGP Letter Agreement | Scenario, one
SUBSEQUENT EVENTS
Percentage of transaction fee payable by delivery of a note				50%
Principal amount of notes issuable for transaction fee payable				$ 2,341,463.41
Term of notes issuable for transaction fee payable				12 months
Percentage of interest on notes issuable for transaction fee payable				5%
Percentage of transaction fee payable by issuance of shares				50%
Value of shares issuable for transaction fee payable				$ 2,400,000
Subsequent events | AGP Letter Agreement | Scenario, one | Maximum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing				$ 5,000,000
Subsequent events | AGP Letter Agreement | Scenario, two
SUBSEQUENT EVENTS
Percentage of transaction fee payable by delivery of a note				25%
Principal amount of notes issuable for transaction fee payable				$ 1,170,731.71
Term of notes issuable for transaction fee payable				12 months
Percentage of interest on notes issuable for transaction fee payable				5%
Percentage of transaction fee payable by issuance of shares				50%
Value of shares issuable for transaction fee payable				$ 2,400,000
Percentage of transaction fee payable by cash				25%
Transaction fee payable by cash				$ 1,200,000
Subsequent events | AGP Letter Agreement | Scenario, two | Minimum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing				5,000,000
Subsequent events | AGP Letter Agreement | Scenario, two | Maximum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing				$ 10,000,000
Subsequent events | AGP Letter Agreement | Scenario, three
SUBSEQUENT EVENTS
Percentage of transaction fee payable by issuance of shares				50%
Value of shares issuable for transaction fee payable				$ 2,400,000
Percentage of transaction fee payable by cash				50%
Transaction fee payable by cash				$ 2,400,000
Subsequent events | AGP Letter Agreement | Scenario, four
SUBSEQUENT EVENTS
Percentage of transaction fee payable by issuance of shares				25%
Value of shares issuable for transaction fee payable				$ 1,200,000
Percentage of transaction fee payable by cash				75%
Transaction fee payable by cash				$ 3,600,000
Subsequent events | AGP Letter Agreement | Scenario, four | Minimum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing				$ 15,000,000
Subsequent events | BTIG Letter Agreement
SUBSEQUENT EVENTS
Deferred underwriter fee payable			$ 4,025,000
Amount deducted from deferred underwriting fees			1,006,250
Capital advisory fees payable			500,000
Subsequent events | BTIG Letter Agreement | Scenario, one
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing			$ 15,000,000
Subsequent events | BTIG Letter Agreement | Scenario, one | Maximum
SUBSEQUENT EVENTS
Percentage of transaction fee payable by issuance of shares			100%
Subsequent events | BTIG Letter Agreement | Scenario, two | Minimum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing			$ 15,000,000
Subsequent events | BTIG Letter Agreement | Scenario, two | Maximum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing			$ 20,000,000
Percentage of transaction fee payable by issuance of shares			75%
Subsequent events | BTIG Letter Agreement | Scenario, three | Minimum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing			$ 20,000,000
Subsequent events | BTIG Letter Agreement | Scenario, three | Maximum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing			$ 25,000,000
Percentage of transaction fee payable by issuance of shares			50%
Subsequent events | BTIG Letter Agreement | Scenario, four | Minimum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing			$ 25,000,000
Subsequent events | BTIG Letter Agreement | Scenario, four | Maximum
SUBSEQUENT EVENTS
Amount of funds in the Trust Account as of the Closing			$ 30,000,000
Percentage of transaction fee payable by issuance of shares			25%