AlphaTime Acquisition (ATMC) 10-K 23 Mar 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 23, 2023	Jun. 30, 2022
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-41584
Entity Registrant Name	ALPHATIME ACQUISITION CORP
Entity Central Index Key	0001889106
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	500 5th Avenue
Entity Address, Address Line Two	Suite 938
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10110
City Area Code	(347)
Local Phone Number	627-0058
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
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		9,034,200
ICFR Auditor Attestation Flag	false
Auditor Name	UHY LLP
Auditor Firm ID	1195
Auditor Location	New York, New York
Units, each consisting of one ordinary share, one redeemable warrant and one right
Title of 12(b) Security	Units, each consisting of one ordinary share, one redeemable warrant and one right
Trading Symbol	ATMCU
Security Exchange Name	NASDAQ
Ordinary Shares, par value $0.0001 per share
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share
Trading Symbol	ATMC
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share
Trading Symbol	ATMCW
Security Exchange Name	NASDAQ
Rights, each right entitling the holder thereof to one-tenth of one ordinary share
Title of 12(b) Security	Rights, each right entitling the holder thereof to one-tenth of one ordinary share
Trading Symbol	ATMCR
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($)		Dec. 31, 2022	Dec. 31, 2021
Current assets:
Prepaid expenses		$ 8,052
Deferred offering costs		584,518	418,427
Total current assets		592,570	418,427
Total assets		592,570	418,427
Current liabilities:
Accrued offering costs and expenses		196,806	110,515
Due to related party		380,566	291,930
Total current liabilities		577,372	402,445
Total liabilities		577,372	402,445
Commitments and Contingencies (See Note 6)
Shareholder’s Equity:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock value	[1]	173	173
Additional paid-in capital		24,827	24,827
Accumulated deficit		(9,802)	(9,018)
Total Shareholder’s Equity		15,198	15,982
Total Liabilities and Shareholder’s Equity		592,570	418,427
Common Class A [Member]
Shareholder’s Equity:
Common stock value	[2]
Common Class B [Member]
Shareholder’s Equity:
Common stock value	[2]
[1]Includes an aggregate of up to 225,000

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares		12 Months Ended
	Sep. 28, 2021	Dec. 31, 2022	Jan. 08, 2022	Dec. 31, 2021
Preferred stock par or stated value per share		$ 0.0001		$ 0.0001
Preferred stock, shares authorized		1,000,000		1,000,000
Preferred stock, shares issued		0		0
Preferred stock, shares outstanding		0		0
Common stock par or stated value per share		$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorized		200,000,000	200,000,000	200,000,000
Common stock, shares issued		1,725,000		1,725,000
Common stock, shares outstanding		1,725,000		1,725,000
Over-Allotment Option [Member]
Sharebased payment award options forfeitures	187,500	225,000
Common Class A [Member]
Common stock par or stated value per share		$ 0.0001	$ 0.0001
Common stock shares authorized		200,000,000
Common Class B [Member]
Common stock par or stated value per share		$ 0.0001	$ 0.0001
Common stock shares authorized		20,000,000
Common Stock [Member] | Common Class A [Member]
Common stock par or stated value per share				$ 0.0001
Common stock shares authorized				200,000,000
Common Stock [Member] | Common Class B [Member]
Common stock par or stated value per share		$ 0.0001		$ 0.0001
Common stock shares authorized		20,000,000		20,000,000

Statements of Operations

Statements of Operations - USD ($)		4 Months Ended	12 Months Ended
		Dec. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
Formation costs		$ 9,018	$ 784
Total Expenses		9,018	784
Net loss		$ (9,018)	$ (784)
Weighted average ordinary shares outstanding, basic and diluted	[1]	1,319,444	1,500,000
Basic and diluted net loss per share		$ (0.01)
[1]This number excludes weighted average shares outstanding considered for 225,000

Statements of Operations (Paren

Statements of Operations (Parenthetical) - shares		12 Months Ended
	Sep. 28, 2021	Dec. 31, 2022
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sharebased payment award options forfeitures	187,500	225,000

Statements of Changes in Shareh

Statements of Changes in Shareholders' Equity - USD ($)		Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Sep. 14, 2021
Balance, shares at Sep. 14, 2021
Issuance of Ordinary Shares to Sponsor	[1]	$ 144	24,856		25,000
Issuance of Ordinary Shares to Sponsor, shares		1,437,500
Bonus issue allotment to the Sponsor	[2]	$ 29	(29)
Bonus issue allotment to the Sponsor, shares		287,500
Net loss				(9,018)	(9,018)
Ending balance, value at Dec. 31, 2021		$ 173	24,827	(9,018)	15,982
Balance, shares at Dec. 31, 2021		1,725,000
Net loss				(784)	(784)
Ending balance, value at Dec. 31, 2022		$ 173	$ 24,827	$ (9,802)	$ 15,198
Balance, shares at Dec. 31, 2022		1,725,000
[1]Includes an aggregate of up to 187,500 37,500

Statements of Changes in Shar_2

Statements of Changes in Shareholders' Equity (Parenthetical) - Over-Allotment Option [Member] - shares	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Sharebased payment award options forfeitures		225,000
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Sharebased payment award options forfeitures	187,500	37,500

Statements of Cash Flows

Statements of Cash Flows - USD ($)		4 Months Ended	12 Months Ended
		Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net loss		$ (9,018)	$ (784)
Changes in current assets and liabilities:
Prepaid expenses			(8,466)
Accrued offering costs and expenses			(31,552)
Due to related party		9,018	40,802
Net cash used in operating activities
Net change in cash
Cash—beginning of the period
Cash—end of the period
Supplemental disclosure of noncash financing activities:
Deferred offering costs included in due to related party		282,912	47,834
Deferred offering costs included in due to accrued liabilities		110,515	117,843
Deferred offering costs adjusted from prepaid expenses			414
Issuance of Ordinary Shares in consideration of re-purchase of Class B ordinary shares	[1]	25,000
Bonus issue allotment to the Sponsor		$ 29
[1]See Note 7 for the changes in the structure of Ordinary Shares.

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Description of Organization, Business Operations and Going Concern	Note 1 – Description of Organization, Business Operations and Going Concern AlphaTime Acquisition Corp (the “Company”) was incorporated in Cayman Islands on September 15, 2021 As of December 31, 2022, the Company had not commenced any operations. All activities for the year ended December 31, 2022, and for the period from September 15, 2021 (inception) through December 31, 2021, relate to the Company’s formation and the Initial Public Offering described below. The Company will not generate any operating revenues until the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (“IPO”). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Alphamade Holding LP, a Delaware limited partnership (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 30, 2022 (the “Effective Date”). On January 4, 2023, the Company consummated the IPO of 6,000,000 0.0001 10.00 60,000,000 900,000 10.00 9,000,000 Simultaneously with the closing of the IPO, the Company completed the sale of 370,500 10.00 3,705,000 38,700 10.00 387,000 4,892,699 1,612,500 2,415,000 865,199 Following the closing of the IPO and the sale of over-allotment units, an aggregate of $ 70,242,000 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 90 50 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.18 The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (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 the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholder’s rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until 9 months (or up to 18 months, if we extend the time to complete a Business Combination as described in our Registration Statement) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed 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 100% of 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 and not previously released to us to pay our taxes, if any (less up to $ 100,000 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.18 10.18 Liquidity As of December 31, 2022, the Company had no 15,198 60,000,000 4,092,000 9,000,000 70,242,000 525,554 600,000 Risks and Uncertainties Management is currently evaluating 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, close of the Initial Public Offering, 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.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status 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, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an election to opt out is irrevocable. We have 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, we, 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 our financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statement in conformity with US 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 statement and the reported amounts of expenses during the reporting period. 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 had no Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Deferred Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1. Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholder’s deficit upon the completion of the IPO. As of December 31, 2022 and 2021, deferred offering costs amounted to $ 584,518 418,427 Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of shares of Ordinary Shares outstanding during the period, excluding shares of Ordinary Shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 225,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering
Initial Public Offering	Note 3 – Initial Public Offering On January 4, 2023, the Company sold 6,000,000 10.00 900,000 10.00 The warrants will become exercisable at $ 11.50 Following the closing of the IPO and the sale of over-allotment units, an aggregate of $ 70,242,000 10.18

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 370,500 10.00 3,705,000 11.50 38,700 10.00 387,000

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions On September 28, 2021, the Sponsor received 1,437,500 25,000 On January 8, 2022, the board of directors of the Company and the Sponsor, as sole shareholder of the Company, approved, through a special resolution, the following share capital changes (see Note 7): (a) Each of the authorized but unissued 200,000,000 0.0001 (b) Each of the 1,437,500 1,437,500 0.0001 (c) Upon completion of the above steps, the authorized but unissued 20,000,000 On January 8, 2022, the Company issued an additional 287,500 1,725,000 225,000 900,000 9,000,000 352,350 34,650 17,325 2 38,700 409,200 10.00 4,092,000 On January 3, 2023, the Founder Shares and Private Placement Units were placed into an escrow account maintained by American Stock Transfer & Trust Company acting as escrow agent. The Founder Shares and Private Placement Units (and underlying securities) will not, subject to certain exceptions, be transferred, assigned, sold or released from escrow in the case of (i) 50% of the Founder Shares and Private Placement Units (and underlying securities) until the earlier to occur of: (A) six months after the date of the consummation of our initial business combination, or (B) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (ii) the remaining 50% of the Founder Shares and Private Placement Units (and underlying securities) until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property Promissory Note — Related Party On September 30, 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 was amended and restated on November 23, 2021, to change the December 31, 2021 due date to March 31, 2022, amended and restated on January 26, 2022 to change the March 31, 2022 due date to May 31, 2022 and amended and restated again on October 20, 2022 to change the May 31, 2022 due date to December 31, 2022. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2022, or (ii) the consummation of the Initial Public Offering. As of December 31, 2022 and 2021, there were no amounts outstanding under the Promissory Note and Promissory Note has expired on December 31, 2022 Due to Related Party The Sponsor paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. As of December 31, 2022 and 2021, due to related party amounted to $ 380,566 291,930 Advisory Services Agreement The Company engaged TenX Global Capital LP (“TenX”), a related party to the Company, as an advisor in connection with the Initial Public Offering and business combination, to assist in hiring consultants and other services providers in connection with our Initial Public Offering and the business combination, assist in the preparation of financial statements and other relevant services to commence trading including filing the necessary documents as part of the transaction. Further, TenX will assist in preparing the Company for investor presentations, conferences for due diligence, deal structuring and term negotiations. During the period from September 15, 2021 (inception) through December 31, 2022, a cash fee of $ 200,000 160,000 40,000 Administration fee Commencing on the effective date of the registration statement, an affiliate of the Sponsor shall be allowed to charge the Company an allocable share of its overhead, up to $ 10,000 667

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units, securities underlying the unit purchase option (“UPO”), and Units that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Units) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters had a 45-day option beginning January 4, 2023, to purchase up to an additional 900,000 900,000 10.00 On January 4, 2023, the Company paid a fixed underwriting discount of $ 1,500,000 112,500 0.35 2,415,000 Unit Purchase Option On December 30, 2022, we sold to the underwriters, for $ 100.00 58,000 11.50 The option and the 58,000 58,000 58,000

Shareholder_s Equity

Shareholder’s Equity	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Shareholder’s Equity	Note 7 - Shareholder’s Equity Preferred shares 1,000,000 0.0001 no Ordinary Shares The Company was authorized to issue 200,000,000 0.0001 20,000,000 0.0001 Holders of Class A and Class B ordinary shares were entitled to one vote for each share On September 28, 2021, the Sponsor received 1,437,500 25,000 1,437,500 187,500 On January 8, 2022, the board of directors of the Company and the Sponsor, as sole shareholder of the Company, approved, through a special resolution, the following share capital changes: (a) Each of the authorized but unissued 200,000,000 0.0001 (b) Each of the 1,437,500 1,437,500 0.0001 (c) Upon completion of the above steps, the authorized but unissued 20,000,000 As an effect of the above, the Company is authorized to issue 200,000,000 0.0001 Holders of ordinary shares are entitled to one vote for each share On January 8, 2022, the Company issued an additional 287,500 As of December 31, 2022 and 2021, there were 1,725,000 115,500 2.00 231,000 On January 4, 2023, the Company converted an amount of $ 352,350 900,000 9,000,000

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 8 - Subsequent Events The Company has evaluated subsequent events through March 23, 2023, which was the date these financial statements were available for issuance and determined that there were no significant unrecognized events through that date other than those noted below. 1. On January 4, 2023, the Company consummated the IPO of 6,000,000 10.00 60,000,000 370,500 10.00 3,705,000 2. On January 5, 2023, from cash held in escrow account with amount of $ 779,034 485,054 61,681 293,980 3. On January 6, 2023, the underwriters notified the Company that it is exercising the over-allotment option with respect to the 900,000 9,000,000 Simultaneously, an amount of $ 352,350 34,650 17,325 2 38,700 409,200 10.00 4,092,000 The Company paid a cash underwriting commission of $ 0.125 900,000 0.35 2,415,000 4. On January 9, 2023, an additional $ 40,500

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company Status	Emerging Growth Company Status 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, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an election to opt out is irrevocable. We have 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, we, 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 our financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statement in conformity with US 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 statement and the reported amounts of expenses during the reporting period. 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 had no
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Deferred Offering Costs	Deferred Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1. Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholder’s deficit upon the completion of the IPO. As of December 31, 2022 and 2021, deferred offering costs amounted to $ 584,518 418,427
Net Loss Per Share	Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of shares of Ordinary Shares outstanding during the period, excluding shares of Ordinary Shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 225,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Description of Organization, _2

Description of Organization, Business Operations and Going Concern (Details Narrative) - USD ($)					12 Months Ended
	Jan. 09, 2023	Jan. 06, 2023	Jan. 04, 2023	Dec. 30, 2022	Dec. 31, 2022	Jan. 05, 2023	Jan. 08, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Date of incorporation					Sep. 15, 2021
Issuance of share to sponsor, shares				58,000
Ordinary share par value					$ 0.0001		$ 0.0001	$ 0.0001
Sale of stock number of shares issued in transaction					115,500
Deferred underwriting commission					$ 584,518			$ 418,427
Sale of stock value issued					$ 231,000
Shares issued price per share					$ 2
Cash in bank account					$ 0
Working capital					$ 15,198
Post-business Combination [Member]
Property, Plant and Equipment [Line Items]
Percentage of voting interests acquired					50%
Minimum [Member]
Property, Plant and Equipment [Line Items]
Percentage of fair market value of business acquisition					90%
Business combination, net tangible assets					$ 5,000,001
Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Sale of stock number of shares issued in transaction		900,000
Payments for underwriting expense	$ 112,500		$ 1,500,000
Working capital	40,500					$ 485,054
Subsequent Event [Member] | Sponsor [Member]
Property, Plant and Equipment [Line Items]
Sale of stock, price per share		$ 2
Sale of stock number of shares issued in transaction		17,325
IPO [Member]
Property, Plant and Equipment [Line Items]
Sale of stock, price per share					$ 10
Shares issued price per share					$ 10.18
Business combination description					The Company will have until 9 months (or up to 18 months, if we extend the time to complete a Business Combination as described in our Registration Statement) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed 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 100% of 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 and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders 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 Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Estimated expenses					$ 600,000
IPO [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Taxes payable and less interest to pay dissolution expenses					$ 100,000
IPO [Member] | Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Issuance of share to sponsor, shares			6,000,000
Ordinary share par value			$ 0.0001
Sale of stock, price per share			$ 10
Proceeds from sale of units			$ 60,000,000
Transaction cost			4,892,699
Payments for underwriting expense			1,612,500
Deferred underwriting commission			2,415,000
Other offering costs			865,199
Sale of stock value issued			$ 70,242,000
Cash in bank account	525,554
Cash in trust accouint	$ 70,242,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Issuance of share to sponsor, shares		900,000	900,000
Sale of stock, price per share	$ 10	$ 10	$ 11.50
Proceeds from sale of units	$ 9,000,000	$ 9,000,000
Sale of stock number of shares issued in transaction	38,700	900,000
Proceeds from sale of units	$ 387,000
Private Placement [Member] | Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Proceeds from sale of units			$ 4,092,000
Private Placement [Member] | Subsequent Event [Member] | Sponsor [Member]
Property, Plant and Equipment [Line Items]
Issuance of share to sponsor, shares		409,200
Sale of stock number of shares issued in transaction		38,700
Shares issued price per share		$ 10
Private Placement [Member] | Subsequent Event [Member] | Sponsor [Member]
Property, Plant and Equipment [Line Items]
Sale of stock, price per share			$ 10
Sale of stock number of shares issued in transaction			370,500
Proceeds from sale of units			$ 3,705,000

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
cash equivalents	$ 0	$ 0
Cash, FDIC insured amount	250,000
Deferred offering costs	$ 584,518	418,427
Shares subject to forfeiture	225,000
Unrecognized tax benefits	$ 0	0
Accrued for interest and penalties	$ 0	$ 0

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)				12 Months Ended
	Jan. 06, 2023	Jan. 04, 2023	Dec. 30, 2022	Dec. 31, 2022	Jan. 09, 2023
Subsidiary, Sale of Stock [Line Items]
Issuance of share to sponsor, shares			58,000
Sale of stock value issued				$ 231,000
Shares issued price per share				$ 2
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share				10
Shares issued price per share				$ 10.18
IPO [Member] | Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of share to sponsor, shares		6,000,000
Sale of stock, price per share		$ 10
Warrant exercise price		$ 11.50
Sale of stock value issued		$ 70,242,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of share to sponsor, shares	900,000	900,000
Sale of stock, price per share	$ 10	$ 11.50			$ 10

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)				12 Months Ended
	Jan. 09, 2023	Jan. 06, 2023	Jan. 04, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Number of private units sold, shares				115,500
Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Number of private units sold, shares		900,000
Private Placement [Member] | Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of units			$ 4,092,000
Private Placement [Member] | Subsequent Event [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of private units sold, shares			370,500
Sale of stock, price per share			$ 10
Proceeds from sale of units			$ 3,705,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Number of private units sold, shares	38,700	900,000
Sale of stock, price per share	$ 10	$ 10	$ 11.50
Proceeds from sale of units	$ 387,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)											4 Months Ended	12 Months Ended	16 Months Ended
		Jan. 09, 2023	Jan. 06, 2023	Jan. 04, 2023	Jan. 03, 2023	Dec. 30, 2022	Sep. 28, 2022	Jan. 08, 2022	Sep. 30, 2021	Sep. 28, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Sale of stock number of shares issued in transaction												115,500
Common stock, par value								$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001
Aggregate number of units issued						58,000
Common stock shares outstanding											1,725,000	1,725,000	1,725,000
Share issued price per share												$ 2	$ 2
Aggregate value of shares issued	[1]										$ 25,000
Due to related party											291,930	$ 380,566	$ 380,566
Cash Fee													200,000
Deferred Offering Costs											418,427	584,518	584,518
Administration fee												667
Service [Member]
Related Party Transaction [Line Items]
Deferred Offering Costs											$ 160,000	$ 40,000	$ 40,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Loan amount									$ 300,000
Description of maturity date									The Promissory Note was amended and restated on November 23, 2021, to change the December 31, 2021 due date to March 31, 2022, amended and restated on January 26, 2022 to change the March 31, 2022 due date to May 31, 2022 and amended and restated again on October 20, 2022 to change the May 31, 2022 due date to December 31, 2022. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2022, or (ii) the consummation of the Initial Public Offering. As of December 31, 2022 and 2021, there were no amounts outstanding under the Promissory Note and Promissory Note has expired on December 31, 2022
Subsequent Event [Member]
Related Party Transaction [Line Items]
Sale of stock number of shares issued in transaction			900,000
Description of sale of shares					The Founder Shares and Private Placement Units (and underlying securities) will not, subject to certain exceptions, be transferred, assigned, sold or released from escrow in the case of (i) 50% of the Founder Shares and Private Placement Units (and underlying securities) until the earlier to occur of: (A) six months after the date of the consummation of our initial business combination, or (B) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (ii) the remaining 50% of the Founder Shares and Private Placement Units (and underlying securities) until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property
Over-Allotment Option [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Sale of stock number of shares issued in transaction		38,700	900,000
Sale of stock, value		$ 387,000
Aggregate number of units issued			900,000	900,000
Number of additional units			$ 9,000,000
Sale of stock price per share		$ 10	$ 10	$ 11.50
Private Placement [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Sale of stock, value				$ 4,092,000
Common Stock [Member]
Related Party Transaction [Line Items]
Aggregate number of units issued											1,437,500
Aggregate value of shares issued	[1]										$ 144
Common Stock [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Common stock shares subject to forfeiture								225,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock shares subject to forfeiture								20,000,000
Common stock, par value								$ 0.0001				$ 0.0001	$ 0.0001
Number of shares repurchased								1,437,500
Aggregate number of units issued							1,437,500	1,437,500
Number of additional shares issued to sponsor								1,437,500
Aggregate value of shares issued							$ 25,000
Common Class B [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Common stock shares subject to forfeiture								20,000,000
Common stock, par value											$ 0.0001	0.0001	0.0001
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock shares subject to forfeiture								200,000,000
Common stock, par value								$ 0.0001				$ 0.0001	$ 0.0001
Common Class A [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Common stock, par value											$ 0.0001
Sponsor [Member]
Related Party Transaction [Line Items]
Number of additional shares issued to sponsor								287,500
Common stock shares outstanding								1,725,000			1,725,000	1,725,000	1,725,000
Sponsor fees												$ 10,000
Sponsor [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Sale of stock number of shares issued in transaction			17,325
Due to related party amount converted			$ 352,350	$ 352,350
Additional amount deposited by underwriter on behalf of related party			$ 34,650
Sale of stock price per share			$ 2
Sponsor [Member] | Private Placement [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Sale of stock number of shares issued in transaction			38,700
Aggregate number of units issued			409,200
Share issued price per share			$ 10
Aggregate value of shares issued			$ 4,092,000
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Sale of stock number of shares issued in transaction										1,437,500
Sale of stock, value										$ 25,000
[1]Includes an aggregate of up to 187,500

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)					12 Months Ended
	Jan. 09, 2023	Jan. 06, 2023	Jan. 04, 2023	Dec. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Issuance of Ordinary Shares to Sponsor, shares				58,000
Deferred underwriting commission					$ 584,518	$ 418,427
Number of stock exercisable, shares					115,500
Share issued price per share					$ 2
Option description				The option and the 58,000 Units, as well as the 58,000 ordinary shares, the warrants to purchase 58,000 ordinary shares that may be issued upon exercise of the option and the rights to purchase 5,800 ordinary shares upon the completion of an initial business combination, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales in our Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, except as permitted under FINRA Rule 5110(e)(2).
Number of units option exercised, shares				$ 58,000
Warrants to purchase common shares				58,000
Underwriters [Member]
Subsequent Event [Line Items]
Sale of price per share				$ 100
Number of stock exercisable, shares				58,000
Share issued price per share				$ 11.50
Subsequent Event [Member]
Subsequent Event [Line Items]
Underwriting discount	$ 112,500		$ 1,500,000
Number of stock exercisable, shares		900,000
Subsequent Event [Member] | Over-Allotment Option [Member]
Subsequent Event [Line Items]
Issuance of Ordinary Shares to Sponsor, shares		900,000	900,000
Sale of price per share	$ 10	$ 10	$ 11.50
Number of stock exercisable, shares	38,700	900,000
Subsequent Event [Member] | Underwriters [Member]
Subsequent Event [Line Items]
Share price		$ 0.35	$ 0.35
Deferred underwriting commission			$ 2,415,000

Shareholder_s Equity (Details N

Shareholder’s Equity (Details Narrative) - USD ($)									4 Months Ended	12 Months Ended
		Jan. 09, 2023	Jan. 06, 2023	Jan. 04, 2023	Dec. 30, 2022	Sep. 28, 2022	Jan. 08, 2022	Sep. 28, 2021	Dec. 31, 2021	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized									1,000,000	1,000,000
Preferred stock, par value									$ 0.0001	$ 0.0001
Preferred stock, shares issued									0	0
Preferred stock, shares outstanding									0	0
Common stock shares authorized							200,000,000		200,000,000	200,000,000
Common stock, par value							$ 0.0001		$ 0.0001	$ 0.0001
Common stock voting rights							Holders of ordinary shares are entitled to one vote for each share			Holders of Class A and Class B ordinary shares were entitled to one vote for each share
Issuance of Ordinary Shares to Sponsor, shares					58,000
Number of shares issued, value	[1]								$ 25,000
Common stock shares issued									1,725,000	1,725,000
Common stock shares outstanding									1,725,000	1,725,000
Sale of stock number of shares issued in transaction										115,500
Shares Issued, Price Per Share										$ 2
Sale of stock value issued										$ 231,000
Subsequent Event [Member]
Class of Stock [Line Items]
Sale of stock number of shares issued in transaction			900,000
Sponsor [Member]
Class of Stock [Line Items]
Number of additional shares issued to sponsor							287,500
Common stock shares issued									1,725,000	1,725,000
Common stock shares outstanding							1,725,000		1,725,000	1,725,000
Sponsor [Member] | Subsequent Event [Member]
Class of Stock [Line Items]
Sale of stock number of shares issued in transaction			17,325
Due to related party amount converted			$ 352,350	$ 352,350
Over-Allotment Option [Member]
Class of Stock [Line Items]
Number of shares forfeitured								187,500		225,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Class of Stock [Line Items]
Issuance of Ordinary Shares to Sponsor, shares			900,000	900,000
Sale of stock number of shares issued in transaction		38,700	900,000
Gross proceeds from exercise of option			$ 9,000,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized										200,000,000
Common stock, par value							$ 0.0001			$ 0.0001
Common stock shares subject to forfeited							200,000,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized										20,000,000
Common stock, par value							$ 0.0001			$ 0.0001
Issuance of Ordinary Shares to Sponsor, shares						1,437,500	1,437,500
Number of shares issued, value						$ 25,000
Common stock shares subject to forfeited							20,000,000
Number of shares in issue were repurchased							1,437,500
Number of additional shares issued to sponsor							1,437,500
Common Class B [Member] | Sponsor [Member]
Class of Stock [Line Items]
Sale of stock number of shares issued in transaction								1,437,500
[1]Includes an aggregate of up to 187,500

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)						4 Months Ended	12 Months Ended
		Jan. 09, 2023	Jan. 06, 2023	Jan. 04, 2023	Dec. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Jan. 05, 2023
Subsequent Event [Line Items]
Aggregate number of units issued					58,000
Sale of stock number of shares issued in transaction							115,500
Working capital							$ 15,198
Share issued price per share							$ 2
Aggregate value of shares issued	[1]					$ 25,000
Deferred underwriting commission						$ 418,427	$ 584,518
Subsequent Event [Member]
Subsequent Event [Line Items]
Sale of stock number of shares issued in transaction			900,000
Cash held in escrow								$ 779,034
Working capital		$ 40,500						485,054
Vendors outstanding balances								61,681
Outstanding balances transferred								$ 293,980
Subsequent Event [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Sale of stock price per share			$ 2
Sale of stock number of shares issued in transaction			17,325
Due to related party amount converted			$ 352,350	$ 352,350
Additional amount deposited by underwriter on behalf of related party			$ 34,650
IPO [Member]
Subsequent Event [Line Items]
Sale of stock price per share							$ 10
Share issued price per share							$ 10.18
IPO [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate number of units issued				6,000,000
Sale of stock price per share				$ 10
Proceeds from sale of units				$ 60,000,000
Deferred underwriting commission				2,415,000
Private Placement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from sale of units				$ 4,092,000
Private Placement [Member] | Subsequent Event [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Aggregate number of units issued			409,200
Sale of stock number of shares issued in transaction			38,700
Share issued price per share			$ 10
Aggregate value of shares issued			$ 4,092,000
Share price			$ 0.125
Private Placement [Member] | Subsequent Event [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Sale of stock price per share				$ 10
Sale of stock number of shares issued in transaction				370,500
Proceeds from sale of units				$ 3,705,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate number of units issued			900,000	900,000
Sale of stock price per share		$ 10	$ 10	$ 11.50
Proceeds from sale of units		$ 9,000,000	$ 9,000,000
Sale of stock number of shares issued in transaction		38,700	900,000
Proceeds from sale of units		$ 387,000
Underwriters [Member]
Subsequent Event [Line Items]
Sale of stock price per share					$ 100
Sale of stock number of shares issued in transaction					58,000
Share issued price per share					$ 11.50
Underwriters [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Share price			$ 0.35	$ 0.35
Deferred underwriting commission				$ 2,415,000
[1]Includes an aggregate of up to 187,500