SHAREHOLDERS' DEFICIT |
12 Months Ended |
|---|---|
Dec. 31, 2022 | |
| SHAREHOLDERS' DEFICIT [Abstract] | |
| SHAREHOLDERS' DEFICIT |
NOTE 8. SHAREHOLDERS’ DEFICIT
Preference Shares - The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001
per share. As of December 31, 2022 and 2021, there were no preference shares issued or outstanding.
Class A Ordinary Shares - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for
each share. As of December 31, 2022 and 2021, there were 23,000,000 Class A ordinary shares issued and outstanding, all of which
were subject to possible redemption and were classified outside of permanent equity in the accompanying balance sheets (see Note 7).
Class B Ordinary Shares - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001
per share. As of December 31, 2022 and 2021, there were 5,750,000 Class B ordinary shares issued and outstanding. The holders
of the Founder Shares agreed to surrender and cancel up to an aggregate of 750,000 Class B ordinary shares for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders
would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The
underwriters exercised their over-allotment option in full on December 13, 2021; thus, these 750,000 Class B ordinary shares were no
longer subject to forfeiture.
Ordinary shareholders of record are entitled to one
vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except
as required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the
consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection
with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of ordinary shares outstanding after such conversion, including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination, any private placement warrants issued to the Sponsor, officers or directors upon conversion of
Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
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