Alchemy Investments Acquisition Corp 1 (ALCYW) 10-Q 21 Jun 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	Jun. 20, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Entity File Number	001-41699
Entity Registrant Name	ALCHEMY INVESTMENTS ACQUISITION CORP 1
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	850 Library Avenue, Suite 204-F
Entity Address, City or Town	Newark
Entity Address State Or Province	DE
Entity Address, Postal Zip Code	19711
City Area Code	212
Local Phone Number	877 - 1588
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
Entity Shell Company	true
Entity Central Index Key	0001901336
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third 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	ALCYU
Security Exchange Name	NASDAQ
Class A ordinary shares
Document and Entity Information
Title of 12(b) Security	Class A Ordinary Shares included as part of the units
Trading Symbol	ALCY
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		11,500,000
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Document and Entity Information
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	ALCYW
Security Exchange Name	NASDAQ
Class B ordinary shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		2,875,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 4,779
Total current assets	4,779
Deferred offering costs	1,461,076	$ 1,215,951
Total Assets	1,465,855	1,215,951
Current liabilities
Accrued offering and formation costs	984,304	798,204
Promissory note - related party	$ 435,522	$ 376,497
Notes Payable, Current, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Due to sponsor	$ 5,000
Total Liabilities	1,424,826	$ 1,174,701
Commitments and Contingencies
Shareholder's Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital	49,712	49,712
Accumulated deficit	(8,971)	(8,750)
Total Shareholder's Equity	41,029	41,250
Total Liabilities and Shareholder's Equity	1,465,855	1,215,951
Class B ordinary shares
Shareholder's Equity:
Common stock	$ 288	$ 288

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	May 09, 2023	Dec. 06, 2021	May 31, 2023	Mar. 31, 2023	Feb. 07, 2023	Dec. 31, 2022	Oct. 26, 2022	Oct. 25, 2022	Mar. 31, 2022
Statement
Preferred stock, par 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
Ordinary shares, shares outstanding							4,025,000
Number of shares issued during period	595,500
Founder Shares | Sponsor
Statement
Ordinary shares, shares outstanding					2,875,000		4,025,000	4,312,500
Number of shares issued during period		4,312,500
Aggregate value of shares issued during period		$ 50,000
Number of shares repurchased and cancelled during period		4,312,500
Purchase price of shares repurchased and cancelled		$ 25,000
Number of Founder Shares surrendered and thereupon cancelled					1,150,000		287,500
Class A ordinary shares
Statement
Preferred stock, shares authorized				1,000,000		1,000,000
Ordinary shares, par value (in dollars per share)				$ 0.0001		$ 0.0001
Ordinary shares, shares authorized				479,000,000		479,000,000
Ordinary shares, shares issued				0		0
Ordinary shares, shares outstanding				0		0
Class B ordinary shares
Statement
Ordinary shares, par value (in dollars per share)				$ 0.0001		$ 0.0001
Ordinary shares, shares authorized				20,000,000		20,000,000
Ordinary shares, shares issued				2,875,000		2,875,000
Ordinary shares, shares outstanding				2,875,000		2,875,000
Shares subject to forfeiture				375,000		375,000			375,000
Shares not subject to forfeiture			375,000	375,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement
Operating and formation costs	$ (221)
Net loss	$ (221)	$ 0
Basic weighted average shares outstanding	2,500,000	2,500,000
Diluted weighted average shares outstanding	2,500,000	2,500,000
Basic net loss per share	$ 0
Diluted net loss per share	$ 0

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)	May 09, 2023	Dec. 06, 2021	May 31, 2023	Mar. 31, 2023	Feb. 07, 2023	Dec. 31, 2022	Oct. 26, 2022	Oct. 25, 2022	Mar. 31, 2022
Statement
Number of shares issued during period	595,500
Total number of Founder Shares outstanding							4,025,000
Founder Shares | Sponsor
Statement
Number of shares issued during period		4,312,500
Aggregate value of shares issued during period		$ 50,000
Number of shares repurchased and cancelled during period		4,312,500
Purchase price of shares repurchased and cancelled		$ 25,000
Number of Founder Shares surrendered and thereupon cancelled					1,150,000		287,500
Total number of Founder Shares outstanding					2,875,000		4,025,000	4,312,500
Class B ordinary shares
Statement
Shares subject to forfeiture				375,000		375,000			375,000
Shares not subject to forfeiture			375,000	375,000
Total number of Founder Shares outstanding				2,875,000		2,875,000

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A ordinary shares | Common Stock
CHANGES IN STOCKHOLDERS' DEFICIT
Balance at the beginning	$ 0	$ 0
Balance at the beginning (in shares)	0	0
Net loss		$ 0
Balance at the end	$ 0	$ 0
Balance at the end (in shares)	0	0
Class B ordinary shares | Common Stock
CHANGES IN STOCKHOLDERS' DEFICIT
Balance at the beginning	$ 288	$ 288
Balance at the beginning (in shares)	2,875,000	2,875,000
Net loss		$ 0
Balance at the end	$ 288	$ 288
Balance at the end (in shares)	2,875,000	2,875,000
Class B ordinary shares
CHANGES IN STOCKHOLDERS' DEFICIT
Net loss	$ (221)
Additional Paid-in Capital
CHANGES IN STOCKHOLDERS' DEFICIT
Balance at the beginning	49,712	$ 49,712
Net loss		0
Balance at the end	49,712	49,712
Accumulated Deficit
CHANGES IN STOCKHOLDERS' DEFICIT
Balance at the beginning	(8,750)	(8,750)
Net loss	(221)	0
Balance at the end	(8,971)	(8,750)
Balance at the beginning	41,250	41,250
Net loss	(221)	0
Balance at the end	$ 41,029	$ 41,250

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Parenthetical) - USD ($)	May 09, 2023	Dec. 06, 2021	May 31, 2023	Mar. 31, 2023	Feb. 07, 2023	Dec. 31, 2022	Oct. 26, 2022	Oct. 25, 2022	Mar. 31, 2022
Statement
Number of shares issued during period	595,500
Ordinary shares, shares outstanding							4,025,000
Founder Shares | Sponsor
Statement
Number of shares issued during period		4,312,500
Aggregate value of shares issued during period		$ 50,000
Number of shares repurchased and cancelled during period		4,312,500
Purchase price of shares repurchased and cancelled		$ 25,000
Number of Founder Shares surrendered and thereupon cancelled					1,150,000		287,500
Ordinary shares, shares outstanding					2,875,000		4,025,000	4,312,500
Class B ordinary shares
Statement
Shares subject to forfeiture				375,000		375,000			375,000
Shares not subject to forfeiture			375,000	375,000
Ordinary shares, shares outstanding				2,875,000		2,875,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (221)
Changes in operating assets and liabilities:
Due to sponsor	5,000
Net cash provided by operating activities	4,779
Net Change in Cash	4,779
Cash - End of period	4,779
Supplemental disclosure of noncash financing activities:
Deferred offering costs included in accrued offering and formation costs	186,100	$ 2,414
Deferred offering costs paid through notes payable to related party	$ 59,025	$ 30,737

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	3 Months Ended
	Mar. 31, 2023
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Alchemy Investments Acquisition Corp 1 (the “Company”) is a blank check company incorporated in Cayman Islands on October 27, 2021. The Company was formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity from October 27, 2021 (inception) through March 31, 2023 relates to the Company’s formation and initial public offering (“Initial Public Offering”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of investment income on cash and cash equivalents 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 Initial Public Offering was declared effective on May 4, 2023. On May 9, 2023, the Company consummated the Initial Public Offering of 11,500,000 units, (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 1,500,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $115,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of and issued 538,000 and 57,500 private placement shares to Alchemy DeepTech Capital LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (the “Underwriter”), respectively (together, the “Private Placement Shares”) at a price of $10.00 per share, generating gross proceeds of $5,955,000, which is described in Note 4. The Private Placement Shares are identical to the Class A Ordinary Shares included in the units sold in the Initial Public Offering, except that the Private Placement Shares: (i) are not transferable, assignable or salable until 30 days after the completion of our initial business combination and (ii) are entitled to registration rights. Following the closing of the Initial Public Offering on May 9, 2023, an amount of $116,725,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $10,137,748, consisting of $2,300,000 of cash underwriting fees, $5,175,000 of deferred underwriting fees and $2,662,748 of other offering costs. In addition, at March 31, 2023, $4,779 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.15 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Shares, will be held in a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide the holders (the “Public Shareholders”) of the Company’s Public Shares 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 shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account, plus any interest income earned thereon (less taxes payable) (initially anticipated to be $10.15 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the Underwriter (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity. If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (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 law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor has agreed to waive its redemption rights with respect to its Founder Shares and Public Shares in connection with the completion of a Business Combination. On May 4, 2023, and in connection with the IPO, the Company adopted an Amended and Restated Memorandum and Articles of Association. 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% of the Public Shares included in the Units issued in the Company's Initial Public Offering, without the prior consent of the Company. The Sponsor has agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period or during any Extension Period (as defined below) or (B) with respect to any other material 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. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”) and the Company’s shareholders have not further amended the Amended and Restated Memorandum and Articles of Association to extend such Combination Period (the “Extension Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten the warrants, which will expire worthless if the Company fails to complete an initial Business Combination within the Combination Period or during any Extension Period. The Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete an initial Business Combination within the Combination Period or during any Extension Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, it will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. The Underwriter has agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or during any Extension Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.15. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for 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 (a “Target”), or any claim by a taxing authority, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) the 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 interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the Underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity As of March 31, 2023, the Company had $4,779 in cash and a working capital deficit of $1,420,047. The Company has since completed its Initial Public Offering, at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering costs, totaling $1,495,005, was released to the Company for general working capital purposes. The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s financing and acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of March 31, 2023 will not be sufficient to allow the Company to operate for at least one year from the date these unaudited condensed financial statements are issued, and therefore substantial doubt about the Company’s ability to continue as a going concern exists. Management plans to address this uncertainty with the successful closing of a Business Combination. The Company will have until November 9, 2024 to consummate a Business Combination. If a Business Combination is not consummated by November 9, 2024, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by November 9, 2024. Risks and Uncertainties As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. These unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm 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 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 unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses and disclosure of contingent assets and liabilities 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. Class A Ordinary Shares Subject To Possible Redemption The Company’s Class A Ordinary Shares that were sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Class A Ordinary Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Class A Ordinary Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid-in capital, if any, and accumulated deficit. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes, which 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands, Italy or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. Through March 31, 2023, the Company has one class of ordinary shares outstanding, which is referred to as Class B ordinary shares. Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ For the three months For the three months ​ ​ ended March 31, 2023 ​ ended March 31, 2022 ​ Class B Class B Basic and diluted net loss per share: ​ ​ Numerator: ​ ​ Net loss ​ $ (221) ​ $ — Denominator: ​ ​ Weighted Average Ordinary Shares (1) ​ 2,500,000 ​ 2,500,000 Basic and diluted net loss per ordinary share ​ $ (0.00) ​ $ 0.00 (1) Excludes 375,000 Class B Ordinary Shares which were subject to forfeiture if the over-allotment option was not exercised in full or in part by the Underwriter for the three months ended March 31, 2023 and 2022 (see Note 5). In May 2023, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 375,000 Class B Ordinary Shares were no longer subject to forfeiture. 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the balance sheet. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP 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 valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Public Warrants are not precluded from equity classification, and will be accounted for as such on the date of issuance, and each balance sheet date thereafter as long as they continue to meet the requirements for equity classification. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and 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. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 on January 1, 2023. Adoption of the ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, that if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2023
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on May 4, 2023. On May 9, 2023, the Company consummated the Initial Public Offering of 11,500,000 Units, including 1,500,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $115,000,000. Each Unit consisted of one Class A ordinary share and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2023
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 538,000 Private Placement Shares at a price of $10.00 per share in a private placement to the Sponsor, including 45,000 Private Placement Shares issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $5,380,000. In addition, the underwriter also purchased an aggregate of 57,500 Private Placement Shares, at a price of $10.00 per Private Placement Share, generating gross proceeds of $575,000. In aggregate, a total of 595,500 Private Placement Shares were purchased in the private placement at the closing of the Initial Public Offering. A portion of the proceeds from the sale of the Private Placement Shares were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares 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 Shares will likely be worthless. Private Placement Shares are identical to the Class A Ordinary Shares included in the units sold in the Initial Public Offering, except that the Private Placement Shares: (i) are not transferable, assignable or salable until 30 days after the completion of our initial business combination and (ii) are entitled to registration rights.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 6, 2021, the Sponsor acquired 4,312,500 founder shares (the “Founder Shares”) for an aggregate purchase price of $50,000 (or approximately $0.01 per share) which was settled by paying for certain expenses on behalf of the Company. This $50,000 was paid by Deeptech Early Investors LLC on behalf of the Sponsor. Prior to the initial investment in the company of $50,000 by the Sponsor, the Company had no assets, tangible or intangible. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Class A Ordinary Shares issuable upon conversion thereof. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the company by the aggregate number of Founder Shares issued. Upon issuance, there were 562,500 Founder Shares subjected to forfeiture if the over-allotment option was not exercised in full or in part by our underwriter. In connection with the December 6, 2021 issuance, the Company repurchased and cancelled the 4,312,500 Founder Shares previously issued to a related party for a purchase price of $25,000. On October 26, 2022, 287,500 Founder Shares were surrendered by our Sponsor for no consideration. These shares were then cancelled by the Company resulting in a decrease in the total number of Founder Shares outstanding from 4,312,500 shares to 4,025,000 shares. On February 7, 2023, 1,150,000 founder shares were surrendered and thereupon cancelled by the Company resulting in a decrease in the total number of founder shares outstanding from 4,025,000 shares to 2,875,000 shares. Upon cancellation, 375,000 Founder Shares were subjected to forfeiture if the over-allotment option was not exercised in full or in part by our underwriter. All share amounts and related information have been retroactively restated to reflect the surrenders and cancellations. On May 5, 2023, the full over-allotment option was exercised, and therefore, the 375,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into shares of the Company’s Class A Ordinary Shares at any time at the option of the holders thereof or on the first business day following the completion of the initial Business Combination at a ratio such that the number of shares of the Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20.0% of the sum of (i) the total number of shares of the Public Shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) the total number of shares of the Company’s ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, excluding (1) any shares of the Company’s Class A Ordinary Shares or equity-linked securities exercisable or exchangeable for or convertible into shares of the Company’s Class A Ordinary Shares issued, or to be issued, to any seller in the initial Business Combination and (2) any shares issued to the Sponsor, officers or directors upon conversion of working capital loans. Promissory Note - Related Party On December 22, 2022, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, as amended (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of (i) June 30, 2023 or (ii) the date on which Company consummates the Initial Public Offering. As of March 31, 2023 and December 31, 2022, the outstanding balance under the Promissory Note was $435,522 and $376,497, respectively. On May 9, 2023, the Company repaid the outstanding balance under the Promissory Note in full. Administrative Support Agreement The Company entered into an agreement commencing on May 4, 2023 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay Alchemy Investment Management LLC, an affiliate of the Sponsor, a monthly fee of $10,000 for secretarial and administrative services. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that 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 Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Shares and shares issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement, dated May 4, 2023. These holders are entitled to certain demand and “piggyback” registration rights. 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 termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Simultaneously with the Initial Public Offering, the Underwriter fully exercised the over-allotment option to purchase an additional 1,500,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $15,000,000. The Underwriter was paid a cash underwriting discount of $0.20 per Unit, or $2,300,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.45 per unit, or $5,175,000 in the aggregate will be payable to the Underwriter for deferred underwriting commissions. The deferred fee will become payable to the Underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Representative Shares Upon closing of the Initial Public Offering, the Company issued 57,500 Class A ordinary shares to the Underwriter. The Underwriter has agreed not to transfer, assign or sell the Representative Shares until the completion of the initial Business Combination. In addition, the Underwriter has agreed (i) to waive its redemption rights with respect to the Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within 15 months (or up to 21 months if the Company extends such period) from the closing of the Initial Public Offering.

SHAREHOLDER'S EQUITY

SHAREHOLDER'S EQUITY	3 Months Ended
	Mar. 31, 2023
SHAREHOLDER'S EQUITY
SHAREHOLDER'S EQUITY	NOTE 7. SHAREHOLDER’S EQUITY Preference shares Class A ordinary shares — Class B ordinary shares —

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2023
WARRANTS
WARRANTS	NOTE 8. WARRANTS Warrants — 60 60 The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if for capital raising purposes related to the closing of an initial Business Combination: (i) the Company issues equity or equity-linked securities at an issue price or with an exercise or conversion price, of less than $10.00 per Class A Ordinary Share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (such price the “Minimum Issue Price”); or (ii) the target entity (the “Target”) issues equity or equity-linked securities which, following the closing of the initial Business Combination, entitles the holder to receive equity or equity-linked securities of the post-initial Business Combination company (the “Combined Company”) at an issue price or with an exercise or conversion price of less than the Minimum Issue Price; or (iii) the Company, the Sponsor or the Target, directly or indirectly, enters into an arrangement to transfer to any third-party investor securities, cash or other property to effectively reduce the issue price, or exercise price or conversion price, as applicable, to a price less than the Minimum Issue Price; then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (x) the volume weighted average reported last sale price of the shares of the Combined Company on the principal market on which the shares are then traded during the measurement period of the 30 consecutive trading days commencing 150 days following the closing of the Business Combination (the “Measurement Period”) and (y) $3.00 (such price, the “Adjusted Warrant Exercise Price”); provided, however, that in no case may the adjusted warrant exercise price be greater than $11.50. In addition, in the event the exercise price of the warrants is adjusted as provided above, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to the Adjusted Warrant Exercise Price plus $6.50 (such adjusted redemption trigger price, the “New Redemption Trigger Price”). Notwithstanding anything to the contrary herein, the adjustment above shall not take into account any issuance of shares of the Combined Company to the Sponsor or its affiliates pursuant to the conversion of Founder Shares issued to the Sponsor prior to our initial public offering. Any determination as to whether the conditions above have been met shall be determined in good faith by the board of directors of the Combined Company based on the information known to the board of directors of the Combined Company at the time of the consummation of the initial Business Combination; the board of directors shall be entitled to rely on the information provided to it without further inquiry. Following the determination by the board of directors, the Combined Company shall provide prompt public notice of the Adjusted Warrant Exercise Price and the New Redemption Trigger Price when and as determined. Redemption of warrants when the price per share of Class A Ordinary Shares equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if the last reported sale price of Class A Ordinary Shares on each day of the Measurement Period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A Ordinary Shares is available throughout the Measurement Period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period or during any Extension Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the 5,750,000 Public Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. As of March 31, 2023 and December 31, 2022, there were no Public Warrants outstanding.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than as described in these financial statements in relation to the consummation of the Initial Public Offering, sale of Private Placement Shares, pay off of the Promissory Note, and exercise of the Underwriter’s over-allotment option, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses and disclosure of contingent assets and liabilities 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject To Possible Redemption The Company’s Class A Ordinary Shares that were sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Class A Ordinary Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Class A Ordinary Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid-in capital, if any, and accumulated deficit.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes, which 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands, Italy or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net loss per Ordinary Share	Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. Through March 31, 2023, the Company has one class of ordinary shares outstanding, which is referred to as Class B ordinary shares. Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ For the three months For the three months ​ ​ ended March 31, 2023 ​ ended March 31, 2022 ​ Class B Class B Basic and diluted net loss per share: ​ ​ Numerator: ​ ​ Net loss ​ $ (221) ​ $ — Denominator: ​ ​ Weighted Average Ordinary Shares (1) ​ 2,500,000 ​ 2,500,000 Basic and diluted net loss per ordinary share ​ $ (0.00) ​ $ 0.00 (1) Excludes 375,000 Class B Ordinary Shares which were subject to forfeiture if the over-allotment option was not exercised in full or in part by the Underwriter for the three months ended March 31, 2023 and 2022 (see Note 5). In May 2023, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 375,000 Class B Ordinary Shares were no longer subject to forfeiture.
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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the balance sheet. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP 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 valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Public Warrants are not precluded from equity classification, and will be accounted for as such on the date of issuance, and each balance sheet date thereafter as long as they continue to meet the requirements for equity classification.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and 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. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 on January 1, 2023. Adoption of the ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, that if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of calculation of basic and diluted net loss per ordinary share	The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ For the three months For the three months ​ ​ ended March 31, 2023 ​ ended March 31, 2022 ​ Class B Class B Basic and diluted net loss per share: ​ ​ Numerator: ​ ​ Net loss ​ $ (221) ​ $ — Denominator: ​ ​ Weighted Average Ordinary Shares (1) ​ 2,500,000 ​ 2,500,000 Basic and diluted net loss per ordinary share ​ $ (0.00) ​ $ 0.00 (1) Excludes 375,000 Class B Ordinary Shares which were subject to forfeiture if the over-allotment option was not exercised in full or in part by the Underwriter for the three months ended March 31, 2023 and 2022 (see Note 5). In May 2023, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 375,000 Class B Ordinary Shares were no longer subject to forfeiture.

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details)		3 Months Ended
	May 09, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) item $ / shares
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Condition for future Business Combination number of businesses minimum | item		1
Price of warrant | $ / shares		$ 0.20
Proceeds from sale of Private Placement Warrants		$ 2,300,000
Transaction costs		10,137,748
Underwriting fees		2,300,000
Deferred underwriting fee payable		5,175,000
Other offering costs		2,662,748
Cash available for working capital purposes		$ 4,779
Redemption price per share | $ / shares		$ 10.15
Threshold percentage of public shares subject to redemption without company's prior written consent		15%
Obligation to redeem public shares if entity does not complete a Business Combination (as a percent)		100%
Redemption period upon closure		10 days
Maximum allowed dissolution expenses		$ 100,000
Working capital deficit		1,420,047
Amount released from trust account for general working capital purposes		$ 1,495,005
Subsequent Event
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Threshold minimum aggregate fair market value as a percentage of the net assets held in the trust account	80%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete Business Combination	50%
Initial Public Offering
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Purchase price, per unit | $ / shares		$ 10.15
Initial Public Offering | Subsequent Event
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Number of units sold | shares	11,500,000
Gross proceeds of Initial Public Offering	$ 115,000,000
Purchase price, per unit | $ / shares	$ 10.15
Private Placement | Subsequent Event
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Gross proceeds of Initial Public Offering	$ 116,725,000
Private Placement | Private Placement Warrants | Subsequent Event
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Price of warrant | $ / shares	$ 10
Proceeds from sale of Private Placement Warrants	$ 5,955,000
Private Placement | Private Placement Warrants | Alchemy DeepTech Capital LLC | Subsequent Event
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Sale of and issuance of private placement shares | shares	538,000
Private Placement | Private Placement Warrants | Cantor Fitzgerald & Co | Subsequent Event
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Sale of and issuance of private placement shares | shares	57,500
Over-allotment option
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Price of warrant | $ / shares		$ 10
Proceeds from sale of Private Placement Warrants		$ 15,000,000
Over-allotment option | Subsequent Event
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY
Number of units sold | shares	1,500,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unrecognized tax benefits	$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties	0	$ 0
Tax provision	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted Net Income per Ordinary Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	May 31, 2023	Dec. 31, 2022
Numerator:
Net loss	$ (221)	$ 0
Denominator:
Weighted Average Ordinary Shares, basic	2,500,000	2,500,000
Weighted Average Ordinary Shares, diluted	2,500,000	2,500,000
Basic net loss per ordinary share	$ 0
Diluted net loss per ordinary share	$ 0
Class B ordinary shares
Numerator:
Net loss	$ (221)
Denominator:
Weighted Average Ordinary Shares, basic	2,500,000	2,500,000
Weighted Average Ordinary Shares, diluted	2,500,000	2,500,000
Basic net loss per ordinary share	$ 0	$ 0
Diluted net loss per ordinary share	$ 0	$ 0
Shares subject to forfeiture	375,000	375,000		375,000
Shares not subject to forfeiture	375,000		375,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	May 09, 2023	Mar. 31, 2023
Public Warrants
INITIAL PUBLIC OFFERING
Exercise price of warrants		$ 11.50
Initial Public Offering | Subsequent Event
INITIAL PUBLIC OFFERING
Number of units sold	11,500,000
Gross proceeds of Initial Public Offering	$ 115,000,000
Number of shares in a unit	1
Number of warrants in a unit	0.5
Initial Public Offering | Public Warrants | Subsequent Event
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option | Subsequent Event
INITIAL PUBLIC OFFERING
Number of units sold	1,500,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)		3 Months Ended
	May 09, 2023	Mar. 31, 2023
PRIVATE PLACEMENT
Number of shares issued during period	595,500
Sponsor
PRIVATE PLACEMENT
Price per share	$ 10
Private Placement
PRIVATE PLACEMENT
Gross proceeds from issuance	$ 5,380,000
Private Placement | Sponsor
PRIVATE PLACEMENT
Number of shares issued during period	538,000
Private Placement | Underwriter
PRIVATE PLACEMENT
Number of shares issued during period	57,500	57,500
Price per share	$ 10
Gross proceeds from issuance	$ 575,000
Over-allotment option
PRIVATE PLACEMENT
Number of shares issued during period	45,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)			3 Months Ended
	May 09, 2023	Dec. 06, 2021	Mar. 31, 2023	May 05, 2023	Feb. 07, 2023	Feb. 06, 2023	Dec. 31, 2022	Oct. 26, 2022	Oct. 25, 2022
RELATED PARTY TRANSACTIONS
Number of shares issued	595,500
Tangible or intangible assets		$ 0
Total number of Founder Shares outstanding								4,025,000
Founder Shares
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture		562,500						375,000
Number of shares repurchased and cancelled during period		4,312,500
Purchase price of shares repurchased and cancelled		$ 25,000
Shares not subject to forfeiture				375,000
Founder Shares | Deeptech Early Investors LLC [Member]
RELATED PARTY TRANSACTIONS
Amount received on behalf of sponsor		50,000
Class A ordinary shares
RELATED PARTY TRANSACTIONS
Total number of Founder Shares outstanding			0				0
Percentage of shares issuable upon conversion of founder shares			20
Sponsor | Deeptech Early Investors LLC [Member]
RELATED PARTY TRANSACTIONS
Amount received on behalf of sponsor		$ 50,000
Sponsor | Founder Shares
RELATED PARTY TRANSACTIONS
Number of shares issued		4,312,500
Aggregate purchase price		$ 50,000
Purchase price, per unit		$ 0.01
Number of Founder Shares surrendered and thereupon cancelled					1,150,000			287,500
Total number of Founder Shares outstanding					2,875,000	4,025,000			4,312,500

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)		3 Months Ended
	May 04, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 22, 2022
RELATED PARTY TRANSACTIONS
Operating and formation costs		$ (221)
Expenses incurred and paid		(221)
Promissory Notes with Related Party | Sponsor
RELATED PARTY TRANSACTIONS
Loan principal amount				$ 500,000
Outstanding balance		435,522	$ 376,497
Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Operating and formation costs	$ 10,000
Expenses incurred and paid	$ 10,000
Related Party Loans | Workings capital loans
RELATED PARTY TRANSACTIONS
Outstanding balance		0
Maximum loan converted into shares		$ 1,500,000
Price per share		$ 10

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)		3 Months Ended
	May 09, 2023	Mar. 31, 2023
COMMITMENTS AND CONTINGENCIES
Deferred fee per unit		$ 0.45
Deferred underwriting fee payable		$ 5,175,000
Price of warrant		$ 0.20
Aggregate purchase price		$ 2,300,000
Number of shares issued during period	595,500
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Additional units sold of shares		1,500,000
Price of warrant		$ 10
Aggregate purchase price		$ 15,000,000
Number of shares issued during period	45,000
Private Placement | Underwriter
COMMITMENTS AND CONTINGENCIES
Number of shares issued during period	57,500	57,500

SHAREHOLDER'S EQUITY - Preferre

SHAREHOLDER'S EQUITY - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
SHAREHOLDER'S EQUITY
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

SHAREHOLDER'S EQUITY - Ordinary

SHAREHOLDER'S EQUITY - Ordinary shares Shares (Details)	3 Months Ended
	Mar. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Oct. 26, 2022 shares
SHAREHOLDER'S EQUITY
Ordinary shares, shares outstanding			4,025,000
Number of founder shares held by sponsor were forfeited	375,000
Class A ordinary shares
SHAREHOLDER'S EQUITY
Ordinary shares, shares authorized	479,000,000	479,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, votes per share | Vote	1
Ordinary shares, shares issued	0	0
Ordinary shares, shares outstanding	0	0
Class B ordinary shares
SHAREHOLDER'S EQUITY
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, votes per share | Vote	1
Ordinary shares, shares issued	2,875,000	2,875,000
Ordinary shares, shares outstanding	2,875,000	2,875,000
Ratio to be applied to the stock in the conversion	20

WARRANTS (Details)

WARRANTS (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 shares
WARRANTS
Public Warrants expiration term	5 years
Conversion price	$ 10
Warrant exercise price adjustment multiple	115
Threshold consecutive trading days for redemption of public warrants	30 days
Commencement period following the closing of the Business Combination	150 days
Adjusted warrant exercise price	$ 3
Share price trigger used to measure dilution of warrant	18
Adjusted redemption trigger price	$ 6.50
Public Warrants Issued | shares	5,750,000
Maximum
WARRANTS
Adjusted warrant exercise price	$ 11.50
Public Warrants
WARRANTS
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Period of time within which registration statement is expected to become effective	60 days
Exercise price of warrants	$ 11.50
Warrants outstanding | shares	0	0
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
WARRANTS
Warrant redemption condition minimum share price	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days