ATAKU Aurora Technology Acquisition Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarter ended June 30, 2023

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from_____________ to _____________

 

Commission file number: 001-41250

 

AURORA TECHNOLOGY ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

  

Cayman Islands		98-1624542
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Aurora Technology Acquisition Corp.

4 Embarcadero Center

Suite 1449

San Francisco, California 94105

(Address of principal executive offices)

 

(650) 550-0458

(Issuer’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, one Redeemable Warrant to acquire one-half of one Class A Ordinary Shares, and one Right to acquire one-tenth of one Class A Ordinary Share		ATAKU		The Nasdaq Stock Market LLC
Class A Ordinary Share, par value $0.0001 per share		ATAK		The Nasdaq Stock Market LLC
Redeemable Warrants, exercisable for Class A Ordinary Shares at an exercise price of $11.50 per share		ATAKW		The Nasdaq Stock Market LLC
Rights to one-tenth of one Class A Ordinary Share		ATAKR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

 

As of August 18, 2023, 5,610,292 Class A ordinary shares, par value $0.0001 per share, and 5,050,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

 

 

 

AURORA TECHNOLOGY ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS

 

		Page
Part I. Financial Information		3
	Item 1. Condensed Financial Statements	3
	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	3
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	4
	Condensed Statement of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	5
	Condensed Statement of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	6
	Notes to Unaudited Condensed Financial Statements	7
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	27
	Item 4. Controls and Procedures	27
Part II. Other Information		28
	Item 1. Legal Proceedings	28
	Item 1A. Risk Factors	28
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
	Item 3. Defaults Upon Senior Securities	28
	Item 4. Mine Safety Disclosures	28
	Item 5. Other Information	28
	Item 6. Exhibits	29
Signatures		30

 

  

PART I - FINANCIAL INFORMATION

 

Item1. Interim Financial Statements.

 

AURORA TECHNOLOGY ACQUISITION CORP.

CONDENSED BALANCE SHEETS

 

		June 30,				December 31,
		2023				2022
		(unaudited)
Assets:
Current assets:
Cash		$	6,193			$	191,103
Prepaid expenses			84,597				284,597
Total current assets			90,790				475,700
Non-current assets:
Marketable securities held in trust account			60,198,874				206,879,903
Total non-current assets			60,198,874				206,879,903
Total Assets		$	60,289,664			$	207,355,603
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable		$	434,496			$	30,132
Accrued expenses			1,781,983				357,026
Accrued offering costs			50,000				50,000
Promissory note – related party			850,000				—
Total current liabilities			3,116,479				437,158
Non-current liabilities:
Warrant liabilities			376,820				589,420
Deferred underwriting commissions			7,070,000				7,070,000
Total non-current liabilities			7,446,820				7,659,420
Total Liabilities			10,563,299				8,096,578
Commitments and Contingencies (Note 8)			-				-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 5,670,123 and 20,200,000 shares subject to redemption issued and outstanding, at redemption value of $10.62 and $10.24 per share, as of June 30, 2023 and December 31, 2022, respectively			60,198,874				206,879,903
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding			—				—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 303,000 shares issued and outstanding (excluding 5,670,123 and 20,200,000 shares subject to possible redemption at June 30, 2023 and December 31, 2022, respectively)			30				30
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,050,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022			505				505
Ordinary shares			505				505
Additional paid-in capital			—				—
Accumulated deficit			(10,473,044	)			(7,621,413	)
Total Shareholders’ Deficit			(10,472,509	)			(7,620,878	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit		$	60,289,664			$	207,355,603

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

AURORA TECHNOLOGY ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

 

		For the Three				For the Three				For the Six				For the Six
		Months Ended				Months Ended				Months Ended				Months Ended
		June 30,				June 30,				June 30,				June 30,
		2023				2022				2023				2022
Formation and Operating expense		$	837,555			$	193,673			$	2,389,231			$	991,071
Loss from operations			(837,555	)			(193,673	)			(2,389,231	)			(991,071	)
Other income:
Change in fair value of warrant liability			291,180				1,139,452				212,600				4,776,047
Gain on extinguishment of over-allotment liability			—				—				—				258,440
Dividend income on marketable securities held in Trust Account			697,219				253,141				1,966,104				253,141
Other income, net			988,399				1,392,593				2,178,704				5,287,628
Net income (loss)		$	150,844			$	1,198,920			$	(210,527	)		$	4,296,557
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption			5,670,123				20,200,000				8,800,870				15,847,514
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption		$	0.01			$	0.05			$	(0.01	)		$	0.20
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares			5,353,000				5,353,000				5,353,000				5,276,939
Basic and diluted net loss per share, non-redeemable ordinary shares		$	0.01			$	0.05			$	(0.01	)		$	0.20

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

  

AURORA TECHNOLOGY ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

 

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

 

		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
		Class A								Class A								Class B								Additional
		Temporary Equity								Ordinary Shares								Ordinary Shares								Paid-in				Accumulated				Shareholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance as of January 1, 2023			20,200,000			$	206,879,903				303,000			$	30				5,050,000			$	505			$	—			$	(7,621,413	)		$	(7,620,878	)
Redemption of Class A ordinary shares			(14,529,877	)			(149,322,133	)			—				—				—				—				—				—				—
Remeasurement of Class A ordinary shares to redemption value			—				1,538,885				—				—				—				—				—				(1,538,885	)			(1,538,885	)
Net loss			—				—				—				—				—				—				—				(361,371	)			(361,371	)
Balance as of March 31, 2023 (unaudited)			5,670,123			$	59,096,655				303,000			$	30				5,050,000			$	505			$	—			$	(9,521,669	)		$	(9,521,134	)
Remeasurement of Class A ordinary shares to redemption value			—				1,102,219				—				—				—				—				—				(1,102,219	)			(1,102,219	)
Net income			—				—				—				—				—				—				—				150,844				150,844
Balance as of June 30, 2023 (unaudited)			5,670,123			$	60,198,874				303,000			$	30				5,050,000			$	505			$	—			$	(10,473,044	)		$	(10,472,509	)

 

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

 

		Class A								Class A								Class B
		Temporary Equity								Ordinary Shares								Ordinary Shares								Additional  Paid-in				Accumulated				Shareholders’
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance as of January 1, 2022			—			$	—				—			$	—				5,750,000			$	575			$	24,425			$	(9,963	)		$	15,037
Issuance of Class A ordinary shares			20,200,000				174,013,413				—				—				—				—				—				—				—
Remeasurement of Class A ordinary shares to redemption value			—				30,006,587				—				—				—				—				(18,650,885	)			(11,355,702	)			(30,006,587	)
Forfeiture of Class B shares issued to Sponsor			—				—				—				—				(700,000	)			(70	)			70				—				—
Issuance of Representative Shares			—				—				303,000				30				—				—				3,029,970				—				3,030,000
Rights underlying the Units			—				—				—				—				—				—				15,596,420				—				15,596,420
Net income			—				—				—				—				—				—				—				3,097,637				3,097,637
Balance as of March 31, 2022 (unaudited)			20,200,000			$	204,020,000				303,000			$	30				5,050,000			$	505			$	—			$	(8,268,028	)		$	(8,267,493	)
Balance			20,200,000			$	204,020,000				303,000			$	30				5,050,000			$	505			$	—			$	(8,268,028	)		$	(8,267,493	)
Remeasurement of Class A ordinary shares to redemption value			—				253,141				—				—				—				—				—				(253,141	)			(253,141	)
Net income			—				—				—				—				—				—				—				1,198,920				1,198,920
Net (loss) income			—				—				—				—				—				—				—				1,198,920				1,198,920
Balance as of June 30, 2022 (unaudited)			20,200,000			$	204,273,141				303,000			$	30				5,050,000			$	505			$	—			$	(7,322,249	)		$	(7,321,714	)
Balance			20,200,000			$	204,273,141				303,000			$	30				5,050,000			$	505			$	—			$	(7,322,249	)		$	(7,321,714	)

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

  

AURORA TECHNOLOGY ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 

		2023				2022
		For the Six Months Ended
		June 30, 2023
		2023				2022
Cash Flows from Operating Activities:
Net (loss) income		$	(210,527	)		$	4,296,557
Adjustments to reconcile net income to net cash used in operating activities:
Dividend income on marketable securities held in Trust Account			(1,966,104	)			(253,141	)
Allocation of deferred offering costs for warrant liability			—				516,746
Change in fair value of warrant liabilities			(212,600	)			(4,776,047	)
Gain on extinguishment of over-allotment liability			—				(258,440	)
Changes in current assets and current liabilities:
Prepaid expense			200,000				(566,336	)
Accounts payable and accrued expenses			1,829,321				130,252
Net cash used in operating activities			(359,910	)			(910,409	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account			—				(204,020,000	)
Purchase of marketable securities held in Trust Account			(675,000	)			—
Redemption of marketable securities held in Trust Account			149,322,133				—
Net cash used in investing activities			148,647,133				(204,020,000	)
Cash Flows from Financing Activities:
Proceeds from issuance of Class A ordinary shares			—				202,000,000
Proceeds from sale Private Warrants			—				6,470,000
Payment of underwriting fee			—				(2,525,000	)
Proceeds from promissory note – related party			850,000				—
Payment of promissory note – related party			—				(242,801	)
Payment of deferred offering costs			—				(446,002	)
Payment of redemption on Class A ordinary shares			(149,322,133	)			—
Net cash provided by financing activities			(148,472,133	)			205,256,197
Net Change in Cash			(184,910	)			325,788
Cash – Beginning of the period			191,103				65,373
Cash – End of the period		$	6,193			$	391,161
Non-cash Investing Financing Activities:
Initial measurement of Class A ordinary shares subject to possible redemption		$	—			$	174,013,413
Initial measurement of public warrants and private placement warrants		$	—			$	5,780,547
Deferred underwriting fee payable		$	—			$	7,070,000
Remeasurement of Class A ordinary shares subject to possible redemption		$	2,641,104			$	30,259,728
Forfeiture of Representative Shares		$	—			$	(70	)
Issuance of Representative Shares			—				30
Deferred offering costs included in accrued offering costs		$	—			$	64,512

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

AURORA TECHNOLOGY ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2023

(Unaudited)

 

NOTE 1. ORGANIZATION AND PLANS OF BUSINESS OPERATIONS

 

Organization and General

 

Aurora Technology Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on August 6, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

 

Sponsor and Initial Financing

 

As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

 

The registration statement for the Initial Public Offering was declared effective on February 7, 2022. On February 9, 2022, the Company consummated the Initial Public Offering of 20,200,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the exercise by the underwriter of its over-allotment option in the amount of 200,000 Units, at $10.00 per Unit, generating gross proceeds of $202,000,000, which is described in Note 3.

 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,470,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to ATAC Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,470,000, which is described in Note 4.

 

Transaction costs related to the consummation of the IPO on February 9, 2022, amounted to $29,192,787, consisting of $2,525,000 of underwriting discount, $7,070,000 of deferred underwriting fees, over-allotment option liability of $258,440, $3,030,000 for issuance of representative shares, $15,596,420 fair value of rights underlying the Units, and $712,927 of actual offering costs. In addition, on February 9, 2022, cash of $1,468,333 was held outside of the Trust Account (as defined below) and was available for the payment of offering costs and for working capital purposes.

 

The Trust Account

 

Following the closing of the Initial Public Offering on February 9, 2022 (“IPO Closing Date”), an amount of $204,020,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The funds in the Trust Account is invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the trust account until the earliest of: (i) the Company’s completion of a Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s Amendment No. 1 to the Amended and Restated Memorandum of Association, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 12 months (or up to 24 months, if applicable) from the IPO Closing Date (the “Combination Period”).

 

On February 3, 2023 in connection with its Extraordinary General Meeting held on February 3, 2023 (the “February Extraordinary General Meeting”), the Company and Continental Stock Transfer & Trust Company (the “Trustee”) entered into Amendment No. 1 to the Investment Management Trust Agreement dated February 7, 2022 to allow the Company to extend the date by which it has to consummate a business combination six times for an additional one month each time from February 9, 2023 to August 9, 2023, extending the Combination period up to 24 months, if applicable, by depositing into the Trust Account for each one-month extension the lesser of $135,000 or $0.045 per share multiplied by the number of public shares then outstanding. As of June 30, 2023, the Company exercised five of the one-month extensions, depositing a total of $675,000 into the Trust Account to fund the extensions.

 

7

 

Business Combination

 

The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the signing of a definitive agreement in connection with a Business Combination.

 

Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.

 

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a shareholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter in connection with the IPO (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, shares are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

 

The decision as to whether the Company will seek shareholder approval of a Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the Company’s ordinary shares entitled to vote thereon are voted in favor of such Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.

 

The Company has until February 24, 2024, to complete its initial Business Combination, if we exercise out right to extend as approved in the Extraordinary General Meeting held on July 27, 2023; provided the Company, by resolution of the board of directors if requested by the Sponsor, extends the period of time to consummate the initial Business Combination up to six times, each by an additional one month (for a total of up to 24 months from the date of the Initial Public Offering to complete the Business Combination), subject to the Sponsor depositing additional funds into the Trust Account (each one month period individually, an “Extension Period”) pursuant to the Company’s Amendment No. 1 to the Amended and Restated Memorandum of Association. If the Company does not complete a Business Combination by such date (or such longer period as described above), the Company shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination by August 9, 2023, or within any applicable Extension Period. The Company’s “initial shareholders” (as defined below) have entered into a letter agreement with the Company, pursuant to which the initial shareholders have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 5) if the Company fails to complete its initial Business Combination by August 9, 2023, or within any applicable Extension Period. However, if any initial shareholders acquire Public Shares, such initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination by August 9, 2023, or within any applicable Extension Period. As used herein, the term “initial shareholders” refers to the holders of Founder Shares prior to the IPO.

 

8

 

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account.

 

On February 26, 2023 (the “Signing Date”), Aurora Technology Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, as defined below) (“ATAK”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), among ATAK, Aurora Technology Merger Sub Corp., a Nevada corporation and a direct, wholly-owned subsidiary of ATAK (“Merger Sub”), and DIH Holding US, Inc., a Nevada corporation (“DIH”). ATAK and DIH are each individually referred to herein as a “Party” and, collectively, the “Parties.”

 

The Business Combination Agreement has been approved by the board of directors of each of ATAK and Merger Sub and DIH, respectively. The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”

 

Following the time of the closing of the Business Combination (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), the combined company will be organized as a Delaware corporation, in which substantially all of the assets and the business of the combined company will be held by DIH. The combined company’s business will continue to operate through DIH and its subsidiaries. In connection with the Closing, ATAK will change its name to “DIH Holding US, Inc.” (such company after the Closing, “New DIH”).

 

Liquidity and Going Concern

 

As of June 30, 2023 and December 31, 2022, the Company had $6,193 and $191,103 in operating cash, respectively, and working capital (deficit) of $(3,025,689) and $38,542, respectively.

 

The Company’s liquidity needs up to June 30, 2023 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (see Note 5), and proceeds from the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on unsecured promissory notes to pay certain offering costs and extension payments.

 

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

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Risks and Uncertainties

 

Results of operations and the Company’s ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates, adverse developments affecting the financial services industry, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Inflation Reduction Act

 

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

 

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

 

The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance 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 complete 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.

 

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The accompanying unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 19, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

 

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies 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 Securities Exchange Act of 1934, as amended) 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 financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of the 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.

 

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Marketable Securities Held in Trust Account

 

Following the closing of the Initial Public Offering on February 9, 2022, an amount of $204,020,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and is invested only in U.S. government securities 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. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum of Association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the IPO (with exercise of six one-month extensions) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination within 24 months from the closing of our initial public offering (with exercise of six one-month extensions), our return of the funds held in the trust account to our public shareholders as part of our redemption of the Public Shares. As of June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. All of the investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. The estimated fair values of investments held in Trust Account are determined using available market information.

 

Offering Costs

 

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) 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 IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on February 9, 2022, offering costs totaling $29,192,787 (consisting of $2,525,000 of underwriting fees, $7,070,000 of deferred underwriting fees, over-allotment option liability of $258,440, $3,030,000 for issuance of representative shares, $15,596,420 fair value of rights underlying the Units, and $712,927 of actual offering costs), with $265,808 included in accumulated deficit as an allocation for the Public Warrants, and $10,300,559 included as a reduction to proceeds.

 

Class A Ordinary shares Subject to Possible Redemption

 

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On February 1, 2023, certain investors redeemed 14,529,877 shares of Class A ordinary shares for $149,322,133, resulting in a reduction to shares of Class A ordinary shares outstanding to 5,670,123. Accordingly, at June 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

 

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.

 

As of June 30, 2023, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table:

 

SUMMARY OF TEMPORARY EQUITY

Gross proceeds from initial public offering		$	202,000,000
Less:
Proceeds allocated to public warrants			(3,521,870	)
Offering costs allocated to Class A ordinary shares subject to possible redemption			(13,079,620	)
Fair value allocated to rights			(15,596,420	)
Plus:
Proceeds allocated to private warrants			4,211,323
Redemption of Class A ordinary shares			(149,322,133	)
Re-measurement of Class A ordinary shares subject to possible redemption			35,507,594
Class A ordinary shares subject to possible redemption, June 30, 2023		$	60,198,874

 

Income Taxes

 

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

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ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. 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 may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

Net income (loss) per Ordinary Share

 

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at June 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 6,470,000 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented.

 

The Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class A ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class A ordinary shares outstanding for the period. Non-redeemable Class A ordinary shares include the representative shares issued to Maxim at the closing of the initial public offering. For non-redeemable Class B ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of June 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

 

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

 

SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE

		2023				2022
		Three Months Ended June 30,
		2023				2022
Class A ordinary shares subject to possible redemption
Numerator: income attributable to Class A ordinary shares subject to possible redemption
Net income attributable to Class A ordinary shares subject to possible redemption		$	77,592			$	947,763
Denominator: weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption			5,670,123				20,200,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption			0.01				0.05
Non-redeemable ordinary shares
Numerator: income attributable to non-redeemable Class A and Class B ordinary shares
Net income attributable to non-redeemable Class A and Class B ordinary shares		$	73,252			$	251,157
Denominator: weighted average non-redeemable Class A and Class B ordinary shares
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares			5,353,000				5,353,000
Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares		$	0.01			$	0.05

 

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		2023				2022
		Six Months Ended June 30,
		2023				2022
Class A ordinary shares subject to possible redemption
Numerator: income attributable to Class A ordinary shares subject to possible redemption
Net (loss) income attributable to Class A ordinary shares subject to possible redemption		$	(130,906	)		$	3,223,267
Denominator: weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption			8,800,870				15,847,514
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption			(0.01	)			0.20
Non-redeemable ordinary shares
Numerator: income attributable to non-redeemable Class A and Class B ordinary shares
Net (loss) income attributable to non-redeemable Class A and Class B ordinary shares		$	(79,621	)		$	1,073,290
Denominator: weighted average non-redeemable Class A and Class B ordinary shares
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares			5,353,000				5,276,939
Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares		$	(0.01	)		$	0.20

 

Related Parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed 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 ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

 

Fair Value Measurements

 

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.

 

Warranty Liability

 

The Company accounted for the 26,670,000 warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “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, “Derivatives and Hedging” (“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.

 

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Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

 

Recent Accounting Standards

 

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020- 06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

 

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows.

 

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 condensed financial statements.

 

NOTE 3. INITIAL PUBLIC OFFERING

 

On February 9, 2022, pursuant to the Initial Public Offering, the Company sold 20,200,000 Units, which includes the partial exercise by the underwriter of its over-allotment option in the amount of 200,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, one redeemable warrant (each whole warrant, a “Public Warrant”), and one right to receive one-tenth of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Each two Public Warrants entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

 

An aggregate of $10.10 per Unit sold in the IPO was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

 

NOTE 4. PRIVATE PLACEMENT

 

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,470,000 Private Placement Warrants at a price of $1.00 per warrant ($6,470,000 in the aggregate) in a private placement.

 

Each two private placement warrants (the “Private Placement Warrants”) are exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

 

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NOTE 5. RELATED PARTY TRANSACTIONS

 

Founder shares

 

On August 7, 2021, the Sponsor was issued 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. Due to the underwriters’ partial exercise of the over-allotment option, the Sponsor forfeited 700,000 Founder Shares back to the Company. As a result, the Sponsor currently has 5,050,000 Founder Shares.

 

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

 

Promissory notes – related party

 

On August 7, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of March 31, 2022, or the completion of the IPO. At the time of repayment, there was $242,801 outstanding under the Promissory Note. On February 9, 2022, the Company repaid the Sponsor for amounts outstanding under the Promissory Note. As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under the Promissory Note.

 

On February 8, 2023, the Company issued and drew fully against a promissory note in the amount of $90,000 to fund working capital needs (the “First Working Capital Note”). Additionally, on February 8, 2023, the Company issued a promissory note in the amount of $135,000 to fund the Company’s first extension payment (the “First Extension Note”), which has not been drawn against. On March 3, 2023, the Company issued a promissory note in the amount of $810,000 to pay for up to six additional one-month extension payments (the “Second Extension Note”). On each of March 7, 2023, April 6, 2023, May 5, 2023, and June 2, 2023, the Company drew $135,000, $540,000 in the aggregate, against the Second Extension Note to pay for each additional one-month extension. On April 6, 2023, the Company issued and drew fully against a promissory note in the amount of $100,000 to fund working capital needs (the “Second Working Capital Note”). On May 2, 2023, the Company issued and drew fully against a promissory note in the amount of $100,000 to fund working capital needs (the “Third Working Capital Note”). On June 14, 2023, the Company issued and drew fully against a promissory note in the amount of $20,000 to fund working capital needs (the “Fourth Working Capital Note” and together with the First Working Capital Note, the Second Working Capital Note and the Third Working Capital Note, collectively, the “Working Capital Notes”).

 

The First Extension Note does not bear interest, and matures (subject to the waiver against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination is consummated or liquidation and (ii) August 31, 2023. The Second Extension Note bears no interest and is repayable in full (subject to amendment or waiver) upon the earlier of (i) the date of the consummation of the Company’s initial business combination, or (ii) the date of the Company’s liquidation. The Working Capital Notes do not bear interest, and mature (subject to the waiver against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination is consummated and (ii) the date of the liquidation of the Company.

 

As of June 30, 2023, there was $310,000 and $540,000 outstanding ($850,000 in the aggregate) under the Working Capital Notes and Second Extension Note, respectively.

 

Working Capital Loans

 

In order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates 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 will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding.

 

Administrative support agreement

 

Commencing on February 9, 2022, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company has incurred and paid $30,000 and $60,000 in administrative support agreement expenses for the three and six months ended June 30, 2023. The Company has incurred and paid $30,000 and $50,000 in administrative support agreement expenses for the three and six months ended June 30, 2022.

 

Affiliate investment in potential target

 

The Company was in discussions with a number of potential target companies. Through introductions by the Company, an affiliate of one of the Company’s directors invested in one potential target’s latest private fundraising round. The result of which benefited the Company through deeper discussions of a potential transaction. However, the Company did not enter into a business combination agreement with the aforementioned potential target.

 

NOTE 6. SHAREHOLDERS’ EQUITY

 

Preference shares-The Company is authorized to issue up to 5,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.

 

Class A ordinary shares- The Company is authorized to issue up to 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. At June 30, 2023 and December 31, 2022, there were 303,000 Class A Ordinary Shares issued or outstanding, excluding 5,670,123 and 20,200,000 shares subject to possible redemption as presented in temporary equity as of June 30, 2023 and December 31, 2022, respectively.

 

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Class B ordinary shares- The Company is authorized to issue up to 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. At June 30, 2023 and December 31, 2022, there were 5,050,000 Class B ordinary shares issued and outstanding.

 

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and 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.

 

For so long as any Class B ordinary shares remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the Class B ordinary shares then outstanding, voting separately as a single class, amend, alter or repeal any provision of our memorandum and articles of association, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B ordinary shares. Any action required or permitted to be taken at any meeting of the holders of Class B ordinary shares may be taken without a general meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B ordinary shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a general meeting at which all Class B ordinary shares were present and voted.

 

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, 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 and any private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

 

Rights- Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one Class A ordinary share upon consummation of a Business Combination, even if the holder of a right redeemed all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum of Association with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively exchange his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the Business Combination.

 

The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

 

NOTE 7. WARRANTS

 

The Company accounts for the 26,670,000 warrants that were issued in the IPO (representing 20,200,000 Public Warrants and 6,470,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

 

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Warrants — Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional warrants have been or will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable 30 days after the completion of a Business Combination.

 

The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A Ordinary Shares upon exercise of a Public Warrant unless the Class A Ordinary Share issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants.

 

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A Ordinary Shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is not effective by the 60th day after the closing of a Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

 

Redemption of warrants:

 

Once the warrant become exercisable, the Company may redeem the outstanding warrants:

 

	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
	●	if, and only if, the last sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holder.

 

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In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

 

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of Class A Ordinary Shares as described above under Redemption of warrants for Class A Ordinary Shares). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

 

NOTE 8. COMMITMENTS AND CONTINGENCIES

 

Registration right and Shareholder Rights

 

The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form 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 the 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting agreement

 

The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments at the IPO price less the underwriting discount. The underwriters partially exercised the over-allotment option, generating an additional $2,000,000 in gross proceeds. As a result of the over-allotment being exercised in part, the Sponsor forfeited 700,000 Founder Shares back to the Company.

 

The underwriters were paid a cash underwriting discount of $2,525,000 in the aggregate at the closing of the IPO. In addition, $0.35 per Unit, or $7,070,000 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters 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.

 

Legal Agreement

 

The Company has a contingent fee arrangement with their legal counsel, in which the deferred fee is payable to the Company’s legal counsel solely in the event that the Company completes a Business Combination.

 

Right of First Refusal

 

Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the IPO, and ending on the earlier of 18 months after the date of the consummation of the Business Combination and February 7, 2025, the three year anniversary of the effective date of the registration statement filed in connection with the IPO (the “S-1 Effective Date”), a right of first refusal to act as book-running managing underwriter or placement agent for any and all future public and private equity, convertible and debt offerings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of securities in the IPO.

 

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Representative’s Ordinary Shares

 

The Company issued to Maxim and/or its designees, 303,000 Class A ordinary shares upon the consummation of the IPO. Maxim has agreed not to transfer, assign or sell any such shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of the IPO.

 

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the S-1 Effective Date. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of securities in the IPO, except to any underwriter and selected dealer participating in the offering and their officers or partners, associated persons or affiliates.

 

NOTE 9. FAIR VALUE MEASUREMENTS

 

At June 30, 2023 and December 31, 2022, the Company’s warrant liability was valued at $376,820 and $589,420, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

 

The following table presents fair value information as of June 30, 2023 and December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value The Company transferred the fair value of Public Warrants and Private Placement Warrants from a Level 3 measurement to a Level 1 and Level 2 measurement, respectively, in 2022. The measurement of the Public Warrants as of June 30, 2023 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ATAKW. The measurement of the Private Placement Warrants as of June 30, 2023 is classified as Level 2 as its value is derived from the directly observable quoted prices of the Public Warrants in active markets.

 

SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES 

						Private
		Public				Placement				Warrant
		Warrants				Warrants				Liability
Derivative warrant liabilities at December 31, 2021		$	—			$	—			$	—
Initial fair value at issuance of public and private placement warrants			3,521,870				2,258,677				5,780,547
Change in fair value			(1,905,870	)			(1,730,725	)			(3,636,595	)
Transfer of public warrants to Level 1 measurement			(1,616,000	)			—				(1,616,000	)
Level 3 derivative warrant liabilities as of March 31, 2022			—				527,952				527,952
Change in fair value			—				(280,952	)			(280,952	)
Level 3 derivative warrant liabilities as of June 30, 2022			—				247,000				247,000
Change in fair value			—				(118,000	)			(118,000	)
Level 3 derivative warrant liabilities as of September 30, 2022			—				129,000				129,000
Change in fair value			—				14,000				14,000
Transfer of Private Placement Warrants to Level 2 measurement			—				(143,000	)			(143,000	)
Level 3 derivative warrant liabilities as of December 31, 2022			—				—				—
Change in fair value			—				—				—
Level 3 derivative warrant liabilities as of March 31, 2023		$	—			$	—			$	—
Change in fair value			—				—				—
Level 3 derivative warrant liabilities as of June 30, 2023		$	—			$	—			$	—

 

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The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at June 30, 2023:

 

SUMMARY OF FAIR VALUE HIERARCHY THE COMPANY’S ASSETS AND LIABILITIES THAT WERE ACCOUNTED FOR AT FAIR VALUE ON RECURRING BASIS

		(Level 1)				(Level 2)				(Level 3)
Assets
Cash and marketable securities held in trust account		$	60,198,874			$	—			$	—
Liabilities
Public Warrants		$	284,820			$	—			$	—
Private Placement Warrants		$	—			$	92,000			$	—

 

The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022:

 

Assets
Cash and marketable securities held in trust account		$	206,879,903			$	—			$	—
Liabilities
Public Warrants		$	446,420			$	—			$	—
Private Placement Warrants		$	—			$	143,000			$	—

 

The following table presents the changes in the fair value of derivative warrant liabilities as of June 30, 2023 and December 31, 2022:

 

		Public Warrants				Private Placement Warrants				Total Derivative Warrant Liability
Fair value at August 6, 2021 (inception)			—				—				—
Change in fair value			-				-				-
Derivative warrant liabilities as of December 31, 2021		$	—			$	—			$	—
Initial fair value at issuance			3,521,870				2,258,677				5,780,547
Change in fair value			(1,905,870	)			(1,730,725	)			(3,636,595	)
Derivative warrant liabilities as of March 31, 2022		$	1,616,000			$	527,952			$	2,143,952
Change in fair value			(858,500	)			(280,952	)			(1,139,452	)
Derivative warrant liabilities as of June 30, 2022		$	757,500			$	247,000			$	1,004,500
Change in fair value			(353,500	)			(118,000	)			(471,500	)
Derivative warrant liabilities as of September 30, 2022		$	404,000			$	129,000			$	533,000
Change in fair value			42,420				14,000				56,420
Derivative warrant liabilities as of December 31, 2022		$	446,420			$	143,000			$	589,420
Change in fair value			58,580				20,000				78,580
Derivative warrant liabilities as of March 31, 2023		$	505,000			$	163,000			$	668,000
Change in fair value			(220,180	)			(71,000	)			(291,180	)
Derivative warrant liabilities as of June 30, 2023		$	284,820			$	92,000			$	376,820

 

Initial Measurement

 

The Company established the initial fair value for the warrants on February 9, 2022, the date of the completion of the Company’s IPO. The Company used a Black Scholes Merton model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share, one Public Warrant and one right to receive one-tenth of a Class A ordinary share upon consummation of an initial business combination), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B Ordinary Shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Ordinary Shares subject to possible redemption (temporary equity), Class A Ordinary Shares (permanent equity) and Class B Ordinary Shares (permanent equity) based on their relative fair values at the initial measurement date.

 

The key inputs into the Black Scholes Merton model formula were as follows at February 9, 2022:

SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS 

		Private Placement
		Warrants
Ordinary Share price		$	9.08
Exercise price		$	11.50
Risk-free rate of interest			1.80	%
Volatility			9.43	%
Term			5.99
Warrant to buy one share		$	0.35
Dividend yield			0.00	%

 

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Subsequent Measurement

 

The Company values the Private Placement Warrants relative to the market prices of common stock and the Public Warrants, which are both actively traded on a public market. The valuation model for the Private Placement Warrants is a risk-neutral Monte Carlo simulation. As of June 30, 2023, the measurement of the Public Warrants was valued using an observable market quote in an active market under the ticker ATAKW.

 

The key inputs into the Monte Carlo simulation model were as follows at June 30, 2023 and December 31, 2022:

 

 

		June 30,				December 31,
		2023				2022
Ordinary Share price		$	10.62			$	10.23
Exercise price		$	11.50			$	11.50
Risk-free rate of interest			4.07	%			3.94	%
Volatility			0.00	%			0.00	%
Term			5.25				5.50
Warrant to buy one share		$	0.01			$	0.02
Dividend yield			0.00	%			0.00	%

 

The risk-free interest rate assumption was based on the linearly interpolated Treasury Constant Maturity Rate Curve between five and seven year rates, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) six years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

 

NOTE 10. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the below.

 

On July 9, 2023, the Company extended the Combination Period from July 9, 2023 to August 9, 2023, by depositing $135,000 into the Trust Account on July 5, 2023.

 

On July 7, 2023, the Company issued an unsecured promissory note (the “Fifth Working Capital Note) in the amount of $100,000. The Fifth Working Capital Note does not bear interest, and matures upon the earlier of two days following the date on which the Company’s initial business combination is consummated or the date of the liquidation of the Company.

 

On July 27, 2023, the Company held an extraordinary general meeting of shareholders (the “July Extraordinary General Meeting”), to, among other things, approve (i) a special resolution to amend the amended and restated articles of association of the Company (the “Articles”) giving the Company the right to further extend the Business Combination Period six (6) times for an additional one (1) month each time, from August 9, 2023 to February 7, 2024 (the “Second Extension Amendment”) and (ii) the proposal to approve the Second Trust Amendment (as defined below). All proposals at the July Extraordinary General Meeting were approved by the shareholders of the Company. As such, the Company and Transfer Agent entered into Amendment No. 2 to the Investment Management Trust Agreement, to allow ATAK to extend the Business Combination Period six (6) times for an additional one (1) month each time from August 9, 2023 to February 9, 2024 by depositing into the Trust Account for each one-month extension the lesser of: (x) $135,000 or (y) $0.045 per share multiplied by the number of public shares then outstanding (the “Second Trust Amendment”). In addition, on July 27, 2023, the Company adopted the Second Extension Amendment, amending the Company’s Articles.

 

In connection with the vote to approve the Second Extension Amendment, the holders of 362,831 Class A Ordinary Shares elected to redeem their shares for cash at a redemption price of approximately $10.68 per share, for an aggregate redemption amount of approximately $3.9 million, leaving approximately $56.7 million in the trust account.

 

On July 31, 2023, the Company issued an unsecured promissory note to the Sponsor, with a principal amount equal to $810,000 (the “Third Extension Note”). The Third Extension Note bears no interest and matures upon the earlier of (a) the date of the consummation of our initial business combination, or (b) the date of our liquidation. Advances under the Third Extension Note are for the purpose of Extension Payments and repaying the Sponsor or any other person with respect to funds loaned to the Company for the purpose of paying Extension Payments.

 

On August 9, 2023, the Company extended the Combination Period from August 9, 2023 to September 9, 2023 by depositing $135,000 into the Trust Account on July 31, 2023.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

References in this quarterly report on Form 10-Q (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Aurora Technology Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to ATAC Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Overview

 

We are Cayman Islands exempted company incorporated on August 6, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search on targets founded by Asian or Asian American entrepreneurs who are building a global enterprise supported by forward thinking vision and innovative technology in predictable growth businesses with substantial revenue potential in frontier technologies including but not limited to artificial intelligence, blockchain, quantum computing, and electric vehicles. We intend to effectuate our initial business combination using cash from the proceeds of the IPO (as defined below) and the private placement of Private Placement Warrants (as defined below), our capital stock, debt or a combination of cash, stock and debt.

 

On February 9, 2022, we consummated our initial public offering (the “IPO”) of 20,200,000 of our units (the “Units”) which includes the partial exercise of the underwriters’ over-allotment option. Each Unit consisted of one Class A ordinary share, one redeemable warrant entitling the holder to purchase one-half of one Class A ordinary share at a purchase price of $11.50 per whole share (the “Public Warrants”), and one right to acquire one-tenth (1/10) of one Class A ordinary share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $202,000,000.

 

On March 17, 2022, we announced that the holders of the Units may elect to separately trade the Class A ordinary shares, Public Warrants and rights included in the Units, commencing on March 21, 2022. Any Units not separated continue to trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “ATAKU.” Any underlying Class A Ordinary Shares, Public Warrants and Rights that are separated trade on the Nasdaq under the symbols “ATAK,” “ATAKW” and “ATAKR,” respectively.

 

 

At June 30, 2023, we had cash of $6,193, prepaids of $84,597, and cash held in a Trust Account of $60,198,874, current liabilities of $3,116,479, deferred underwriting commission payable of $7,070,000 and $376,820 of warrant liabilities. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans.

 

Results of Operations

 

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 6, 2021 (inception) through June 30, 2023 were organizational activities, those necessary to prepare for the IPO, described below, and after the IPO, identifying a target company for our initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

 

For the three months ended June 30, 2023, we had net income of $150,844, which consisted of formation and operating expenses of $837,555, offset by a gain on the change in fair value of the warrant liabilities of $291,180 and $697,219 of dividend income on marketable securities held in the Trust Account. For the three months ended June 30, 2022, we had net income of $1,198,920, which consists of formation and operating expenses of $193,673, offset by a gain of $1,139,452 for the change in fair value of the warrant liability and a gain of $253,141 for dividend income on marketable securities held in the Trust Account.

 

For the six months ended June 30, 2023, we had net loss of $210,527, which consists of formation and operating expenses of $2,389,231, offset by a gain on the change in fair value of the warrant liabilities of $212,600 and $1,966,104 of dividend income on marketable securities held in the Trust Account. For the six months ended June 30, 2022, we had net income of $4,296,557, which consists of formation and operating expenses of $991,071, offset by a gain of $4,776,047 for the change in fair value of the warrant liability, a gain of $258,440 on the extinguishment of the over-allotment option liability, and a gain of $253,141 for dividend income on marketable securities held in the Trust Account

 

Liquidity and Capital Resources

 

On February 9, 2022, we consummated our IPO of 20,200,000 of Units, which includes the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, one Public Warrant entitling the holder to purchase one-half of one Class A ordinary share at a purchase price of $11.50 per whole share, and one right to acquire one-tenth (1/10) of one Class A ordinary share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $202,000,000.

 

Simultaneously with the consummation of the IPO, we consummated the private placement (“Private Placement”) of 6,470,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,470,000. The Private Placement Warrants were sold to the Sponsor. The Private Placement Warrants are identical to the Public Warrants sold in the IPO as part of the Units, except that the Private Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor or its permitted transferees.

 

Following the closing of the IPO and the private placement of Private Placement Warrants, an aggregate amount of $204,020,000 has been placed in the trust account (the “Trust Account”) established in connection with the IPO. Transaction costs amounted to $29,192,787 consisting of $2,525,000 of underwriting fees, $7,070,000 of deferred underwriting fees, over-allotment option liability of $258,440, $3,030,000 for issuance of representative shares, $15,596,420 fair value of rights underlying the Units, and $712,927 of actual offering costs. In addition, $1,468,333 of cash was held outside of the Trust Account, which is available for the payment of offering costs and for working capital purposes. As a result of the underwriters’ partial exercise of the over-allotment option, 50,000 Class B ordinary shares are no longer subject to forfeiture.

 

As of June 30, 2023, we had marketable securities held in the Trust Account of $60,198,874 consisting of money market funds which invest U.S. Treasury securities. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through June 30, 2023, we have not withdrawn any interest earned on the Trust Account.

 

For the six months ended June 30, 2023, net cash used in operating activities was $359,910. Net loss of $210,527 was increased by dividend income on marketable securities held in Trust Account of $1,966,104 and a change in the fair value of our warrant liability of $212,600, a decrease in prepaid assets of $200,000, and an increase in accounts payable and accrued expenses of $1,829,321.

 

For the six months ended June 30, 2023, net provided by investing activities was $148,647,133 consisting of $149,322,133 proceeds from the redemption of marketable securities held in the Trust Account offset by $675,000 purchases of marketable securities held in the Trust Account.

 

 

For the six months ended June 30, 2023, net used financing activities was $148,472,133 as a result of a $149,322,133 payment in connection with redemptions of Class A ordinary shares. This was offset by proceeds of $850,000 under promissory notes with related parties.

 

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 

As of June 30, 2023, we had cash of $6,193 outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.

 

In order to fund working capital deficiencies or finance transaction costs in connection with initial business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete initial business combination, we will repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrant at a price of $1.00 per private placement warrant, at the option of the lender. The private placement warrants would be identical to the Private Placement Warrants.

 

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating the initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

Contractual obligations

 

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on February 9, 2022 and will continue to incur these fees monthly until the earlier of the completion of the initial business combination and our liquidation.

 

 

The underwriter of the IPO is entitled to a deferred discount of $0.35 per Unit, or $7,070,000 in the aggregate. The deferred discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

 

On February 8, 2023, the Company issued and drew fully against a promissory note in the amount of $90,000 to fund working capital needs (the “First Working Capital Note”). Additionally, on February 8, 2023, the Company issued a promissory note in the amount of $135,000 to fund the Company’s first extension payment (the “First Extension Note”), which has not been drawn against. On March 3, 2023, the Company issued a promissory note in the amount of $810,000 to pay for up to six additional one-month extension payments (the “Second Extension Note”). On each of March 7, 2023, April 6, 2023, May 5, 2023, and June 2, 2023, the Company drew $135,000, $540,000 in the aggregate, against the Second Extension Note to pay for each additional one-month extension. On April 6, 2023, the Company issued and drew fully against a promissory note in the amount of $100,000 to fund working capital needs (the “Second Working Capital Note”). On May 2, 2023, the Company issued and drew fully against a promissory note in the amount of $100,000 to fund working capital needs (the “Third Working Capital Note”). On June 14, 2023, the Company issued and drew fully against a promissory note in the amount of $20,000 to fund working capital needs (the “Fourth Working Capital Note” and together with the First Working Capital Note, the Second Working Capital Note and the Third Working Capital Note, collectively, the “Working Capital Notes”).

 

The First Extension Note does not bear interest, and matures (subject to the waiver against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination is consummated or liquidation and (ii) August 31, 2023. The Second Extension Note bears no interest and is repayable in full (subject to amendment or waiver) upon the earlier of (i) the date of the consummation of the Company’s initial business combination, or (ii) the date of the Company’s liquidation. The Working Capital Notes do not bear interest, and mature (subject to the waiver against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination is consummated and (ii) the date of the liquidation of the Company.

 

As of June 30, 2023, there was $310,000 and $540,000 outstanding ($850,000 in the aggregate) under the Working Capital Notes and Second Extension Note, respectively.

 

Critical Accounting Policies

 

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

 

Warrant Liabilities

 

We account for the warrants underlying the Units and the private placement warrants in accordance with the guidance contained in ASC 815 under which the public warrants and the private placement warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Under ASC 815-40, the public warrants and the private placement warrants are not indexed to our ordinary shares in the manner contemplated by ASC 815-40 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, we classify the public warrants and the private placement warrants as liabilities at their fair value and adjust the public warrants and the private placement warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. Subsequent to our initial public offering, the public warrant value is based on the public trading value. The Company utilized the Black Scholes Merton simulation model to value the private placement warrants as of June 30, 2023.

 

Class A Ordinary Shares Subject to Possible Redemption

 

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480. Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2023, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

 

Net Income (Loss) per Ordinary Share

 

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at June 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per ordinary share since such shares, if redeemed, only participate in their pro rata share of the trust account earnings. The Company has not considered the effect of the warrants sold in the initial public offering and the private placement to purchase an aggregate of 6,470,000 private placement warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

 

 

The Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net earnings (loss) per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net earnings (loss) per ordinary share is calculated by dividing the net loss by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class A ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class A ordinary shares outstanding for the period. Nonredeemable Class A ordinary shares include the representative shares issued to Maxim at the closing of the initial public offering. For non-redeemable Class B ordinary shares, net earnings (loss) per share is calculated by dividing the net loss by the weighted average number of nonredeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the trust account.

 

Recent Accounting Standards

 

In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023 including interim periods within those fiscal years. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

 

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows.

 

Our management does not believe that there are any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our balance sheet.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As of June 30, 2023, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Under the supervision and with the participation of our management, including our co-principal executive officers and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act) as of the end of the fiscal quarter ended June 30, 2023. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this Quarterly Report, our disclosure controls and procedures were not effective due to material weaknesses in our internal controls over financial reporting, specifically those surrounding accrued expenses, accounting for complex financial instruments, inappropriate segregation of duties around the Company’s financial reporting, and insufficient management review around the Company’s financial reporting. In light of the material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

 

Remediation Activities

 

Following the determination of the material weakness, we implemented a remediation plan to enhance our processes for identifying and appropriately applying applicable accounting requirements for complex financial instruments. We plan to continue to enhance our review procedures of evaluating and implementing the accounting standards that apply to our financial statements, including through additional analyses by our personnel and third-party professionals with whom we consult regarding complex financial instruments. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

 

Changes in Internal Controls over Financial Reporting

 

Other than as described above, there was no change in our internal control over financial reporting that occurred during the period ended June 30, 2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None

 

Item 1A. Risk Factors

 

As of the date of this Quarterly Report, except as set forth below, there have been no material changes to the risk factors described in our final prospectus filed with the SEC on February 7, 2022. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

 

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

 

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination, and results of operations.

 

On March 31, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively eliminating the safe harbor relating to the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

 

Our failure to meet the continuing listing requirements of Nasdaq could result in a de-listing of our securities.

 

If we fail to satisfy the continuing listing requirements of Nasdaq, such as the corporate governance, minimum closing bid price requirements, or stockholders’ equity or minimum closing bid price requirements, Nasdaq may take steps to delist our securities. Such a delisting would likely have a negative effect on the price of our securities and would impair our shareholders’ ability to sell or purchase our securities. In the event of a delisting, we would likely take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

 

On May 23, 2023, we received a written notification (the “Notice Letter”) from Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5250(c)(1), as a result of our failure to file the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 (the “Form 10-Q for Q1”) with the Securities and Exchange Commission (the “Commission”). The Notice Letter stated that, under Nasdaq Listing Rules, we have 60 calendar days from the date of the Notice Letter to submit a plan to regain compliance and if Nasdaq accepts our plan, Nasdaq can grant an exception of up to 180 calendar days from the due date of this Form 10-Q, or until November 20, 2023, to regain compliance. We filed the Form 10-Q for Q1 on May 25, 2023 to cure our filing deficiency and regain compliance with the Nasdaq Listing Rules. See “Part II. Item 5. Other Information” of this Quarterly Report on Form 10-Q for more information.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information

 

On May 23, 2023, we received a written notification (the “Notice Letter”) from Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5250(c)(1), as a result of our failure to file the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 (the “Form 10-Q for Q1”) with the Securities and Exchange Commission (the “Commission”). The Notice Letter stated that, under Nasdaq Listing Rules, we have 60 calendar days from the date of the Notice Letter to submit a plan to regain compliance and if Nasdaq accepts our plan, Nasdaq can grant an exception of up to 180 calendar days from the due date of this Form 10-Q, or until November 20, 2023, to regain compliance. We have filed the Form 10-Q for Q1 on May 25, 2023 to cure our filing deficiency and regain compliance with the Nasdaq Listing Rules.

 

 

Item 6. Exhibits

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report:

 

Exhibit No.		Description
2.1		Business Combination Agreement, dated as of February 26, 2023, by and among Aurora Technology Acquisition Corp., Aurora Technology Merger Sub Corp., and DIH Holding US, Inc. (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on February 27, 2023)
3.1		Amendment to Amended and Restated Memorandum and Articles of Association (filed as Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 6, 2023)
3.2		Second Amendment to Amended and Restated Memorandum and Articles of Association (filed as Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on July 31, 2023)
10.1		Amendment No. 1, dated as of February 3, 2023, to the Investment Management Trust Agreement, dated as of February 7, 2022, between the Company and Continental Stock Transfer & Trust Company, as trustee (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 6, 2023)
10.2		Promissory Note to ATAC Sponsor LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 8, 2023)
10.3		Promissory Note to ATAC Sponsor LLC (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 8, 2023)
10.4		Sponsor Support Agreement, dated February 26, 2023, by and among Aurora Technology Acquisition Corp., ATAC Sponsor LLC, and certain shareholders (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 27, 2023)
10.5		Stockholder Support Agreement, dated February 26, 2023, by and among Aurora Technology Acquisition Corp., DIH Holding US, Inc., Aurora Technology Acquisition Corp., and certain stockholders (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 27, 2023)
10.6		Form of Amended and Restated Registration Rights Agreement (filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on February 27, 2023)
10.7		Promissory Note to ATAC Sponsor LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 9, 2023)
10.8		Promissory Note to ATAC Sponsor LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 7, 2023)
10.9		Promissory Note to ATAC Sponsor LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 5, 2023)
10.10		Promissory Note to ATAC Sponsor LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 7, 2023)
10.11		Amendment No. 2, dated as of July 27, 2023, to the Investment Management Trust Agreement, dated as of February 7, 2022, between the Company and Continental Stock Transfer & Trust Company, as trustee (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 31, 2023)
10.12		Promissory Note to ATAC Sponsor LLC (incorporated by reference to Exhibit 10.1 of Aurora Technology Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on August 3, 2023).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS*		Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* Filed herewith.

 

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	AURORA TECHNOLOGY ACQUISITION CORP.
Date: August 21, 2023	By:	/s/ Zachary Wang
	Name:	Zachary Wang
	Title:	Chief Executive Officer
Date: August 21, 2023	By:	/s/ Cathryn Chen
	Name:	Cathryn Chen
	Title:	Chief Financial Officer

 

 

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Zachary Wang, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Aurora Technology Acquisition Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 21, 2023

 

	/s/ Zachary Wang
	Zachary Wang
	Chief Executive Officer
	(Principal Executive Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Cathryn Chen, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Aurora Technology Acquisition Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 21, 2023

 

	/s/ Cathryn Chen
	Chief Financial Officer
	(Principal Financial Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Aurora Technology Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Zachary Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

 

Dated: August 21, 2023

 

	/s/ Zachary Wang
	Zachary Wang
	Chief Executive Officer
	(Principal Executive Officer)

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Aurora Technology Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Cathryn Chen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

 

Dated: August 21, 2023

 

	/s/ Cathryn Chen
	Chief Financial Officer
	(Principal Financial Officer)

 

 

v3.23.2

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 18, 2023
Schedule of Investments [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41250
Entity Registrant Name	AURORA TECHNOLOGY ACQUISITION CORP.
Entity Central Index Key	0001883788
Entity Tax Identification Number	98-1624542
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	4 Embarcadero Center
Entity Address, Address Line Two	Suite 1449
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	(650)
Local Phone Number	550-0458
Title of 12(b) Security	Class A Ordinary Share, par value $0.0001 per share
Trading Symbol	ATAK
Security Exchange Name	NASDAQ
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
Common Class A [Member]
Schedule of Investments [Line Items]
Entity Common Stock, Shares Outstanding		5,610,292
Common Class B [Member]
Schedule of Investments [Line Items]
Entity Common Stock, Shares Outstanding		5,050,000
Capital Units [Member]
Schedule of Investments [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share
Trading Symbol	ATAKU
Security Exchange Name	NASDAQ
Warrant [Member]
Schedule of Investments [Line Items]
Title of 12(b) Security	Redeemable Warrants, exercisable for Class A Ordinary Shares at an exercise price of $11.50 per share
Trading Symbol	ATAKW
Security Exchange Name	NASDAQ
Rights [Member]
Schedule of Investments [Line Items]
Title of 12(b) Security	Rights to one-tenth of one Class A Ordinary Share
Trading Symbol	ATAKR
Security Exchange Name	NASDAQ

v3.23.2

Condensed Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 6,193	$ 191,103
Prepaid expenses	84,597	284,597
Total current assets	90,790	475,700
Non-current assets:
Marketable securities held in trust account	60,198,874	206,879,903
Total non-current assets	60,198,874	206,879,903
Total Assets	60,289,664	207,355,603
Current liabilities:
Accounts payable	434,496	30,132
Accrued expenses	1,781,983	357,026
Accrued offering costs	50,000	50,000
Total current liabilities	3,116,479	437,158
Non-current liabilities:
Warrant liabilities	376,820	589,420
Deferred underwriting commissions	7,070,000	7,070,000
Total non-current liabilities	7,446,820	7,659,420
Total Liabilities	10,563,299	8,096,578
Commitments and Contingencies (Note 8)
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 5,670,123 and 20,200,000 shares subject to redemption issued and outstanding, at redemption value of $10.62 and $10.24 per share, as of June 30, 2023 and December 31, 2022, respectively	60,198,874	206,879,903
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(10,473,044)	(7,621,413)
Total Shareholders’ Deficit	(10,472,509)	(7,620,878)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	60,289,664	207,355,603
Common Class A [Member]
Shareholders’ Deficit:
Ordinary shares	30	30
Common Class B [Member]
Shareholders’ Deficit:
Ordinary shares	505	505
Related Party [Member]
Current liabilities:
Promissory note – related party	$ 850,000

v3.23.2

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Temporary equity, redemption price per share	$ 10.62	$ 10.24
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	500,000,000	500,000,000
Temporary equity, shares issued	5,670,123	20,200,000
Temporary equity, shares outstanding	5,670,123	20,200,000
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares, issued	303,000	303,000
Common stock, shares, outstanding	303,000	303,000
Common Class B [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares, issued	5,050,000	5,050,000
Common stock, shares, outstanding	5,050,000	5,050,000

v3.23.2

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Formation and Operating expense	$ 837,555	$ 193,673	$ 2,389,231	$ 991,071
Loss from operations	(837,555)	(193,673)	(2,389,231)	(991,071)
Other income:
Change in fair value of warrant liability	291,180	1,139,452	212,600	4,776,047
Gain on extinguishment of over-allotment liability				258,440
Dividend income on marketable securities held in Trust Account	697,219	253,141	1,966,104	253,141
Other income, net	988,399	1,392,593	2,178,704	5,287,628
Net income (loss)	$ 150,844	$ 1,198,920	$ (210,527)	$ 4,296,557
Common Class A [Member]
Other income:
Basic weighted average shares outstanding, non-redeemable ordinary shares	5,670,123	20,200,000	8,800,870	15,847,514
Diluted weighted average shares outstanding, non-redeemable ordinary shares	5,670,123	20,200,000	8,800,870	15,847,514
Basic net (loss) income per share, Class A ordinary shares subject to redemption	$ 0.01	$ 0.05	$ (0.01)	$ 0.20
Diluted net (loss) income per share, Class A ordinary shares subject to redemption	$ 0.01	$ 0.05	$ (0.01)	$ 0.20
Nonredeemable Common Stock [Member]
Other income:
Basic weighted average shares outstanding, non-redeemable ordinary shares	5,353,000	5,353,000	5,353,000	5,276,939
Diluted weighted average shares outstanding, non-redeemable ordinary shares	5,353,000	5,353,000	5,353,000	5,276,939
Basic net (loss) income per share, Class A ordinary shares subject to redemption	$ 0.01	$ 0.05	$ (0.01)	$ 0.20
Diluted net (loss) income per share, Class A ordinary shares subject to redemption	$ 0.01	$ 0.05	$ (0.01)	$ 0.20

v3.23.2

Condensed Statements of Changes in Shareholders' Deficit - USD ($)	Ordinary Shares Subject To Possible Redemption [Member] Common Class A [Member]	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021			$ 575	$ 24,425	$ (9,963)	$ 15,037
Balance, shares at Dec. 31, 2021			5,750,000
Remeasurement of Class A ordinary shares to redemption value	$ 30,006,587			(18,650,885)	(11,355,702)	(30,006,587)
Net (loss) income					3,097,637	3,097,637
Issuance of Class A ordinary shares	$ 174,013,413
Issuance of Class A ordianry shares, shares	20,200,000
Forfeiture of Class B shares issued to Sponsor			$ (70)	70
Forfeiture of Class B shares issued to Sponsor, shares			(700,000)
Issuance of Representative Shares		$ 30		3,029,970		3,030,000
Issuance of Representative Shares, shares		303,000
Rights underlying the Units				15,596,420		15,596,420
Balance at Mar. 31, 2022	$ 204,020,000	$ 30	$ 505		(8,268,028)	(8,267,493)
Balance, shares at Mar. 31, 2022	20,200,000	303,000	5,050,000
Balance at Dec. 31, 2021			$ 575	24,425	(9,963)	15,037
Balance, shares at Dec. 31, 2021			5,750,000
Net (loss) income						4,296,557
Balance at Jun. 30, 2022	$ 204,273,141	$ 30	$ 505		(7,322,249)	(7,321,714)
Balance, shares at Jun. 30, 2022	20,200,000	303,000	5,050,000
Balance at Mar. 31, 2022	$ 204,020,000	$ 30	$ 505		(8,268,028)	(8,267,493)
Balance, shares at Mar. 31, 2022	20,200,000	303,000	5,050,000
Remeasurement of Class A ordinary shares to redemption value	$ 253,141				(253,141)	(253,141)
Net (loss) income					1,198,920	1,198,920
Balance at Jun. 30, 2022	$ 204,273,141	$ 30	$ 505		(7,322,249)	(7,321,714)
Balance, shares at Jun. 30, 2022	20,200,000	303,000	5,050,000
Balance at Dec. 31, 2022	$ 206,879,903	$ 30	$ 505		(7,621,413)	(7,620,878)
Balance, shares at Dec. 31, 2022	20,200,000	303,000	5,050,000
Redemption of Class A ordinary shares	$ (149,322,133)
Redemption of Class A ordinary shares, shares	(14,529,877)
Remeasurement of Class A ordinary shares to redemption value	$ 1,538,885				(1,538,885)	(1,538,885)
Net (loss) income					(361,371)	(361,371)
Balance at Mar. 31, 2023	$ 59,096,655	$ 30	$ 505		(9,521,669)	(9,521,134)
Balance, shares at Mar. 31, 2023	5,670,123	303,000	5,050,000
Balance at Dec. 31, 2022	$ 206,879,903	$ 30	$ 505		(7,621,413)	(7,620,878)
Balance, shares at Dec. 31, 2022	20,200,000	303,000	5,050,000
Net (loss) income						(210,527)
Balance at Jun. 30, 2023	$ 60,198,874	$ 30	$ 505		(10,473,044)	(10,472,509)
Balance, shares at Jun. 30, 2023	5,670,123	303,000	5,050,000
Balance at Mar. 31, 2023	$ 59,096,655	$ 30	$ 505		(9,521,669)	(9,521,134)
Balance, shares at Mar. 31, 2023	5,670,123	303,000	5,050,000
Remeasurement of Class A ordinary shares to redemption value	$ 1,102,219				(1,102,219)	(1,102,219)
Net (loss) income					150,844	150,844
Balance at Jun. 30, 2023	$ 60,198,874	$ 30	$ 505		$ (10,473,044)	$ (10,472,509)
Balance, shares at Jun. 30, 2023	5,670,123	303,000	5,050,000

v3.23.2

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (210,527)	$ 4,296,557
Adjustments to reconcile net income to net cash used in operating activities:
Dividend income on marketable securities held in Trust Account	(1,966,104)	(253,141)
Allocation of deferred offering costs for warrant liability		516,746
Change in fair value of warrant liabilities	(212,600)	(4,776,047)
Gain on extinguishment of over-allotment liability		(258,440)
Changes in current assets and current liabilities:
Prepaid expense	200,000	(566,336)
Accounts payable and accrued expenses	1,829,321	130,252
Net cash used in operating activities	(359,910)	(910,409)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(204,020,000)
Purchase of marketable securities held in Trust Account	(675,000)
Redemption of marketable securities held in Trust Account	149,322,133
Net cash used in investing activities	148,647,133	(204,020,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class A ordinary shares		202,000,000
Proceeds from sale Private Warrants		6,470,000
Payment of underwriting fee		(2,525,000)
Proceeds from promissory note – related party	850,000
Payment of promissory note – related party		(242,801)
Payment of deferred offering costs		(446,002)
Payment of redemption on Class A ordinary shares	(149,322,133)
Net cash provided by financing activities	(148,472,133)	205,256,197
Net Change in Cash	(184,910)	325,788
Cash – Beginning of the period	191,103	65,373
Cash – End of the period	6,193	391,161
Non-cash Investing Financing Activities:
Initial measurement of Class A ordinary shares subject to possible redemption		174,013,413
Initial measurement of public warrants and private placement warrants		5,780,547
Deferred underwriting fee payable		7,070,000
Remeasurement of Class A ordinary shares subject to possible redemption	2,641,104	30,259,728
Forfeiture of Representative Shares		(70)
Issuance of Representative Shares		30
Deferred offering costs included in accrued offering costs		$ 64,512

v3.23.2

ORGANIZATION AND PLANS OF BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND PLANS OF BUSINESS OPERATIONS	NOTE 1. ORGANIZATION AND PLANS OF BUSINESS OPERATIONS   Organization and General   Aurora Technology Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on August 6, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).   Sponsor and Initial Financing   As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.   The registration statement for the Initial Public Offering was declared effective on February 7, 2022. On February 9, 2022, the Company consummated the Initial Public Offering of 20,200,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the exercise by the underwriter of its over-allotment option in the amount of 200,000 Units, at $10.00 per Unit, generating gross proceeds of $202,000,000, which is described in Note 3.   Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,470,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to ATAC Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,470,000, which is described in Note 4.   Transaction costs related to the consummation of the IPO on February 9, 2022, amounted to $29,192,787, consisting of $2,525,000 of underwriting discount, $7,070,000 of deferred underwriting fees, over-allotment option liability of $258,440, $3,030,000 for issuance of representative shares, $15,596,420 fair value of rights underlying the Units, and $712,927 of actual offering costs. In addition, on February 9, 2022, cash of $1,468,333 was held outside of the Trust Account (as defined below) and was available for the payment of offering costs and for working capital purposes.   The Trust Account   Following the closing of the Initial Public Offering on February 9, 2022 (“IPO Closing Date”), an amount of $204,020,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The funds in the Trust Account is invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the trust account until the earliest of: (i) the Company’s completion of a Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s Amendment No. 1 to the Amended and Restated Memorandum of Association, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 12 months (or up to 24 months, if applicable) from the IPO Closing Date (the “Combination Period”).   On February 3, 2023 in connection with its Extraordinary General Meeting held on February 3, 2023 (the “February Extraordinary General Meeting”), the Company and Continental Stock Transfer & Trust Company (the “Trustee”) entered into Amendment No. 1 to the Investment Management Trust Agreement dated February 7, 2022 to allow the Company to extend the date by which it has to consummate a business combination six times for an additional one month each time from February 9, 2023 to August 9, 2023, extending the Combination period up to 24 months, if applicable, by depositing into the Trust Account for each one-month extension the lesser of $135,000 or $0.045 per share multiplied by the number of public shares then outstanding. As of June 30, 2023, the Company exercised five of the one-month extensions, depositing a total of $675,000 into the Trust Account to fund the extensions.     Business Combination   The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the signing of a definitive agreement in connection with a Business Combination.   Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.   The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a shareholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter in connection with the IPO (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, shares are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”).   The decision as to whether the Company will seek shareholder approval of a Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the Company’s ordinary shares entitled to vote thereon are voted in favor of such Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.   The Company has until February 24, 2024, to complete its initial Business Combination, if we exercise out right to extend as approved in the Extraordinary General Meeting held on July 27, 2023; provided the Company, by resolution of the board of directors if requested by the Sponsor, extends the period of time to consummate the initial Business Combination up to six times, each by an additional one month (for a total of up to 24 months from the date of the Initial Public Offering to complete the Business Combination), subject to the Sponsor depositing additional funds into the Trust Account (each one month period individually, an “Extension Period”) pursuant to the Company’s Amendment No. 1 to the Amended and Restated Memorandum of Association. If the Company does not complete a Business Combination by such date (or such longer period as described above), the Company shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination by August 9, 2023, or within any applicable Extension Period. The Company’s “initial shareholders” (as defined below) have entered into a letter agreement with the Company, pursuant to which the initial shareholders have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 5) if the Company fails to complete its initial Business Combination by August 9, 2023, or within any applicable Extension Period. However, if any initial shareholders acquire Public Shares, such initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination by August 9, 2023, or within any applicable Extension Period. As used herein, the term “initial shareholders” refers to the holders of Founder Shares prior to the IPO.     The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account.   On February 26, 2023 (the “Signing Date”), Aurora Technology Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, as defined below) (“ATAK”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), among ATAK, Aurora Technology Merger Sub Corp., a Nevada corporation and a direct, wholly-owned subsidiary of ATAK (“Merger Sub”), and DIH Holding US, Inc., a Nevada corporation (“DIH”). ATAK and DIH are each individually referred to herein as a “Party” and, collectively, the “Parties.”   The Business Combination Agreement has been approved by the board of directors of each of ATAK and Merger Sub and DIH, respectively. The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”   Following the time of the closing of the Business Combination (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), the combined company will be organized as a Delaware corporation, in which substantially all of the assets and the business of the combined company will be held by DIH. The combined company’s business will continue to operate through DIH and its subsidiaries. In connection with the Closing, ATAK will change its name to “DIH Holding US, Inc.” (such company after the Closing, “New DIH”).   Liquidity and Going Concern   As of June 30, 2023 and December 31, 2022, the Company had $6,193 and $191,103 in operating cash, respectively, and working capital (deficit) of $(3,025,689) and $38,542, respectively.   The Company’s liquidity needs up to June 30, 2023 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (see Note 5), and proceeds from the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on unsecured promissory notes to pay certain offering costs and extension payments.   The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.     Risks and Uncertainties   Results of operations and the Company’s ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates, adverse developments affecting the financial services industry, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.   Inflation Reduction Act   On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.   Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.   The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The accompanying unaudited condensed financial statements have been prepared in accordance 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 complete 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 accompanying unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 19, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.   Emerging Growth Company   The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies 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 Securities Exchange Act of 1934, as amended) 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 financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.   Use of Estimates   The preparation of the 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.   Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.   Cash and Cash Equivalents   The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.     Marketable Securities Held in Trust Account   Following the closing of the Initial Public Offering on February 9, 2022, an amount of $204,020,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and is invested only in U.S. government securities 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. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum of Association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the IPO (with exercise of six one-month extensions) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination within 24 months from the closing of our initial public offering (with exercise of six one-month extensions), our return of the funds held in the trust account to our public shareholders as part of our redemption of the Public Shares. As of June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. All of the investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. The estimated fair values of investments held in Trust Account are determined using available market information.   Offering Costs   The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) 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 IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on February 9, 2022, offering costs totaling $29,192,787 (consisting of $2,525,000 of underwriting fees, $7,070,000 of deferred underwriting fees, over-allotment option liability of $258,440, $3,030,000 for issuance of representative shares, $15,596,420 fair value of rights underlying the Units, and $712,927 of actual offering costs), with $265,808 included in accumulated deficit as an allocation for the Public Warrants, and $10,300,559 included as a reduction to proceeds.   Class A Ordinary shares Subject to Possible Redemption   The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On February 1, 2023, certain investors redeemed 14,529,877 shares of Class A ordinary shares for $149,322,133, resulting in a reduction to shares of Class A ordinary shares outstanding to 5,670,123. Accordingly, at June 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.   The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.   As of June 30, 2023, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table:   SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering   $ 202,000,000   Less:         Proceeds allocated to public warrants     (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption     (13,079,620 ) Fair value allocated to rights     (15,596,420 ) Plus:         Proceeds allocated to private warrants     4,211,323   Redemption of Class A ordinary shares     (149,322,133 ) Re-measurement of Class A ordinary shares subject to possible redemption     35,507,594   Class A ordinary shares subject to possible redemption, June 30, 2023   $ 60,198,874     Income Taxes   The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.     ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. 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 may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.   Net income (loss) per Ordinary Share   Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at June 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 6,470,000 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented.   The Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class A ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class A ordinary shares outstanding for the period. Non-redeemable Class A ordinary shares include the representative shares issued to Maxim at the closing of the initial public offering. For non-redeemable Class B ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of June 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.   The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):   SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE     2023     2022       Three Months Ended June 30,       2023     2022   Class A ordinary shares subject to possible redemption                 Numerator: income attributable to Class A ordinary shares subject to possible redemption                 Net income attributable to Class A ordinary shares subject to possible redemption   $ 77,592     $ 947,763   Denominator: weighted average Class A ordinary shares subject to possible redemption                 Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption     5,670,123       20,200,000   Basic and diluted net income per share, Class A ordinary shares subject to possible redemption     0.01       0.05   Non-redeemable ordinary shares                 Numerator: income attributable to non-redeemable Class A and Class B ordinary shares                 Net income attributable to non-redeemable Class A and Class B ordinary shares   $ 73,252     $ 251,157   Denominator: weighted average non-redeemable Class A and Class B ordinary shares                 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares     5,353,000       5,353,000   Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares   $ 0.01     $ 0.05           2023     2022       Six Months Ended June 30,       2023     2022   Class A ordinary shares subject to possible redemption                 Numerator: income attributable to Class A ordinary shares subject to possible redemption                 Net (loss) income attributable to Class A ordinary shares subject to possible redemption   $ (130,906 )   $ 3,223,267   Denominator: weighted average Class A ordinary shares subject to possible redemption                 Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption     8,800,870       15,847,514   Basic and diluted net income per share, Class A ordinary shares subject to possible redemption     (0.01 )     0.20   Non-redeemable ordinary shares                 Numerator: income attributable to non-redeemable Class A and Class B ordinary shares                 Net (loss) income attributable to non-redeemable Class A and Class B ordinary shares   $ (79,621 )   $ 1,073,290   Denominator: weighted average non-redeemable Class A and Class B ordinary shares                 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares     5,353,000       5,276,939   Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares   $ (0.01 )   $ 0.20     Related Parties   Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.   Concentration of Credit Risk   Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed 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 ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.   Fair Value Measurements   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.   Warranty Liability   The Company accounted for the 26,670,000 warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “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, “Derivatives and Hedging” (“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.     Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.   Recent Accounting Standards   In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020- 06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.   In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows.   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 condensed financial statements.

v3.23.2

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING   On February 9, 2022, pursuant to the Initial Public Offering, the Company sold 20,200,000 Units, which includes the partial exercise by the underwriter of its over-allotment option in the amount of 200,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, one redeemable warrant (each whole warrant, a “Public Warrant”), and one right to receive one-tenth of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Each two Public Warrants entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).   An aggregate of $10.10 per Unit sold in the IPO was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

v3.23.2

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2023
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT   Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,470,000 Private Placement Warrants at a price of $1.00 per warrant ($6,470,000 in the aggregate) in a private placement.   Each two private placement warrants (the “Private Placement Warrants”) are exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

v3.23.2

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS   Founder shares   On August 7, 2021, the Sponsor was issued 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. Due to the underwriters’ partial exercise of the over-allotment option, the Sponsor forfeited 700,000 Founder Shares back to the Company. As a result, the Sponsor currently has 5,050,000 Founder Shares.   The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.   Promissory notes – related party   On August 7, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of March 31, 2022, or the completion of the IPO. At the time of repayment, there was $242,801 outstanding under the Promissory Note. On February 9, 2022, the Company repaid the Sponsor for amounts outstanding under the Promissory Note. As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under the Promissory Note.   On February 8, 2023, the Company issued and drew fully against a promissory note in the amount of $90,000 to fund working capital needs (the “First Working Capital Note”). Additionally, on February 8, 2023, the Company issued a promissory note in the amount of $135,000 to fund the Company’s first extension payment (the “First Extension Note”), which has not been drawn against. On March 3, 2023, the Company issued a promissory note in the amount of $810,000 to pay for up to six additional one-month extension payments (the “Second Extension Note”). On each of March 7, 2023, April 6, 2023, May 5, 2023, and June 2, 2023, the Company drew $135,000, $540,000 in the aggregate, against the Second Extension Note to pay for each additional one-month extension. On April 6, 2023, the Company issued and drew fully against a promissory note in the amount of $100,000 to fund working capital needs (the “Second Working Capital Note”). On May 2, 2023, the Company issued and drew fully against a promissory note in the amount of $100,000 to fund working capital needs (the “Third Working Capital Note”). On June 14, 2023, the Company issued and drew fully against a promissory note in the amount of $20,000 to fund working capital needs (the “Fourth Working Capital Note” and together with the First Working Capital Note, the Second Working Capital Note and the Third Working Capital Note, collectively, the “Working Capital Notes”).   The First Extension Note does not bear interest, and matures (subject to the waiver against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination is consummated or liquidation and (ii) August 31, 2023. The Second Extension Note bears no interest and is repayable in full (subject to amendment or waiver) upon the earlier of (i) the date of the consummation of the Company’s initial business combination, or (ii) the date of the Company’s liquidation. The Working Capital Notes do not bear interest, and mature (subject to the waiver against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination is consummated and (ii) the date of the liquidation of the Company.   As of June 30, 2023, there was $310,000 and $540,000 outstanding ($850,000 in the aggregate) under the Working Capital Notes and Second Extension Note, respectively.   Working Capital Loans   In order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates 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 will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding.   Administrative support agreement   Commencing on February 9, 2022, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company has incurred and paid $30,000 and $60,000 in administrative support agreement expenses for the three and six months ended June 30, 2023. The Company has incurred and paid $30,000 and $50,000 in administrative support agreement expenses for the three and six months ended June 30, 2022.   Affiliate investment in potential target   The Company was in discussions with a number of potential target companies. Through introductions by the Company, an affiliate of one of the Company’s directors invested in one potential target’s latest private fundraising round. The result of which benefited the Company through deeper discussions of a potential transaction. However, the Company did not enter into a business combination agreement with the aforementioned potential target.

v3.23.2

SHAREHOLDERS’ EQUITY	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 6. SHAREHOLDERS’ EQUITY   Preference shares-The Company is authorized to issue up to 5,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.   Class A ordinary shares- The Company is authorized to issue up to 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. At June 30, 2023 and December 31, 2022, there were 303,000 Class A Ordinary Shares issued or outstanding, excluding 5,670,123 and 20,200,000 shares subject to possible redemption as presented in temporary equity as of June 30, 2023 and December 31, 2022, respectively.     Class B ordinary shares- The Company is authorized to issue up to 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. At June 30, 2023 and December 31, 2022, there were 5,050,000 Class B ordinary shares issued and outstanding.   Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and 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.   For so long as any Class B ordinary shares remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the Class B ordinary shares then outstanding, voting separately as a single class, amend, alter or repeal any provision of our memorandum and articles of association, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B ordinary shares. Any action required or permitted to be taken at any meeting of the holders of Class B ordinary shares may be taken without a general meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B ordinary shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a general meeting at which all Class B ordinary shares were present and voted.   The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, 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 and any private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.   Rights- Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one Class A ordinary share upon consummation of a Business Combination, even if the holder of a right redeemed all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum of Association with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively exchange his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the Business Combination.   The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

v3.23.2

WARRANTS	6 Months Ended
	Jun. 30, 2023
Warrants
WARRANTS	NOTE 7. WARRANTS   The Company accounts for the 26,670,000 warrants that were issued in the IPO (representing 20,200,000 Public Warrants and 6,470,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.     Warrants — Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional warrants have been or will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable 30 days after the completion of a Business Combination.   The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A Ordinary Shares upon exercise of a Public Warrant unless the Class A Ordinary Share issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants.   The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A Ordinary Shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is not effective by the 60th day after the closing of a Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.   Redemption of warrants:   Once the warrant become exercisable, the Company may redeem the outstanding warrants:     ● in whole and not in part;         ● at a price of $0.01 per warrant;         ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and         ● if, and only if, the last sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holder.     In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.   The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of Class A Ordinary Shares as described above under Redemption of warrants for Class A Ordinary Shares). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

v3.23.2

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8. COMMITMENTS AND CONTINGENCIES   Registration right and Shareholder Rights   The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form 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 the 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements.   Underwriting agreement   The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments at the IPO price less the underwriting discount. The underwriters partially exercised the over-allotment option, generating an additional $2,000,000 in gross proceeds. As a result of the over-allotment being exercised in part, the Sponsor forfeited 700,000 Founder Shares back to the Company.   The underwriters were paid a cash underwriting discount of $2,525,000 in the aggregate at the closing of the IPO. In addition, $0.35 per Unit, or $7,070,000 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters 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.   Legal Agreement   The Company has a contingent fee arrangement with their legal counsel, in which the deferred fee is payable to the Company’s legal counsel solely in the event that the Company completes a Business Combination.   Right of First Refusal   Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the IPO, and ending on the earlier of 18 months after the date of the consummation of the Business Combination and February 7, 2025, the three year anniversary of the effective date of the registration statement filed in connection with the IPO (the “S-1 Effective Date”), a right of first refusal to act as book-running managing underwriter or placement agent for any and all future public and private equity, convertible and debt offerings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of securities in the IPO.     Representative’s Ordinary Shares   The Company issued to Maxim and/or its designees, 303,000 Class A ordinary shares upon the consummation of the IPO. Maxim has agreed not to transfer, assign or sell any such shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of the IPO.   The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the S-1 Effective Date. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of securities in the IPO, except to any underwriter and selected dealer participating in the offering and their officers or partners, associated persons or affiliates.

v3.23.2

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS   At June 30, 2023 and December 31, 2022, the Company’s warrant liability was valued at $376,820 and $589,420, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.   The following table presents fair value information as of June 30, 2023 and December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value The Company transferred the fair value of Public Warrants and Private Placement Warrants from a Level 3 measurement to a Level 1 and Level 2 measurement, respectively, in 2022. The measurement of the Public Warrants as of June 30, 2023 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ATAKW. The measurement of the Private Placement Warrants as of June 30, 2023 is classified as Level 2 as its value is derived from the directly observable quoted prices of the Public Warrants in active markets.   SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES            Private             Public     Placement     Warrant       Warrants     Warrants     Liability   Derivative warrant liabilities at December 31, 2021   $ —     $ —     $ —   Initial fair value at issuance of public and private placement warrants     3,521,870       2,258,677       5,780,547   Change in fair value     (1,905,870 )     (1,730,725 )     (3,636,595 ) Transfer of public warrants to Level 1 measurement     (1,616,000 )     —       (1,616,000 ) Level 3 derivative warrant liabilities as of March 31, 2022     —       527,952       527,952   Change in fair value     —       (280,952 )     (280,952 ) Level 3 derivative warrant liabilities as of June 30, 2022     —       247,000       247,000   Change in fair value     —       (118,000 )     (118,000 ) Level 3 derivative warrant liabilities as of September 30, 2022     —       129,000       129,000   Change in fair value     —       14,000       14,000   Transfer of Private Placement Warrants to Level 2 measurement     —       (143,000 )     (143,000 ) Level 3 derivative warrant liabilities as of December 31, 2022     —       —       —   Change in fair value     —       —       —   Level 3 derivative warrant liabilities as of March 31, 2023   $ —     $ —     $ —   Change in fair value     —       —       —   Level 3 derivative warrant liabilities as of June 30, 2023   $ —     $ —     $ —       The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at June 30, 2023:   SUMMARY OF FAIR VALUE HIERARCHY THE COMPANY’S ASSETS AND LIABILITIES THAT WERE ACCOUNTED FOR AT FAIR VALUE ON RECURRING BASIS     (Level 1)     (Level 2)     (Level 3)   Assets                         Cash and marketable securities held in trust account   $ 60,198,874     $ —     $ —   Liabilities                         Public Warrants   $ 284,820     $ —     $ —   Private Placement Warrants   $ —     $ 92,000     $ —     The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022:   Assets                         Cash and marketable securities held in trust account   $ 206,879,903     $ —     $ —   Liabilities                         Public Warrants   $ 446,420     $ —     $ —   Private Placement Warrants   $ —     $ 143,000     $ —     The following table presents the changes in the fair value of derivative warrant liabilities as of June 30, 2023 and December 31, 2022:       Public Warrants     Private Placement Warrants     Total Derivative Warrant Liability   Fair value at August 6, 2021 (inception)     —       —       —   Change in fair value     -       -       -   Derivative warrant liabilities as of December 31, 2021   $ —     $ —     $ —   Initial fair value at issuance     3,521,870       2,258,677       5,780,547   Change in fair value     (1,905,870 )     (1,730,725 )     (3,636,595 ) Derivative warrant liabilities as of March 31, 2022   $ 1,616,000     $ 527,952     $ 2,143,952   Change in fair value     (858,500 )     (280,952 )     (1,139,452 ) Derivative warrant liabilities as of June 30, 2022   $ 757,500     $ 247,000     $ 1,004,500   Change in fair value     (353,500 )     (118,000 )     (471,500 ) Derivative warrant liabilities as of September 30, 2022   $ 404,000     $ 129,000     $ 533,000   Change in fair value     42,420       14,000       56,420   Derivative warrant liabilities as of December 31, 2022   $ 446,420     $ 143,000     $ 589,420   Change in fair value     58,580       20,000       78,580   Derivative warrant liabilities as of March 31, 2023   $ 505,000     $ 163,000     $ 668,000   Change in fair value     (220,180 )     (71,000 )     (291,180 ) Derivative warrant liabilities as of June 30, 2023   $ 284,820     $ 92,000     $ 376,820     Initial Measurement   The Company established the initial fair value for the warrants on February 9, 2022, the date of the completion of the Company’s IPO. The Company used a Black Scholes Merton model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share, one Public Warrant and one right to receive one-tenth of a Class A ordinary share upon consummation of an initial business combination), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B Ordinary Shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Ordinary Shares subject to possible redemption (temporary equity), Class A Ordinary Shares (permanent equity) and Class B Ordinary Shares (permanent equity) based on their relative fair values at the initial measurement date.   The key inputs into the Black Scholes Merton model formula were as follows at February 9, 2022: SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS      Private Placement       Warrants   Ordinary Share price   $ 9.08   Exercise price   $ 11.50   Risk-free rate of interest     1.80 % Volatility     9.43 % Term     5.99   Warrant to buy one share   $ 0.35   Dividend yield     0.00 %     Subsequent Measurement   The Company values the Private Placement Warrants relative to the market prices of common stock and the Public Warrants, which are both actively traded on a public market. The valuation model for the Private Placement Warrants is a risk-neutral Monte Carlo simulation. As of June 30, 2023, the measurement of the Public Warrants was valued using an observable market quote in an active market under the ticker ATAKW.   The key inputs into the Monte Carlo simulation model were as follows at June 30, 2023 and December 31, 2022:         June 30,     December 31,       2023     2022   Ordinary Share price   $ 10.62     $ 10.23   Exercise price   $ 11.50     $ 11.50   Risk-free rate of interest     4.07 %     3.94 % Volatility     0.00 %     0.00 % Term     5.25       5.50   Warrant to buy one share   $ 0.01     $ 0.02   Dividend yield     0.00 %     0.00 %   The risk-free interest rate assumption was based on the linearly interpolated Treasury Constant Maturity Rate Curve between five and seven year rates, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) six years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

v3.23.2

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS   The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the below.   On July 9, 2023, the Company extended the Combination Period from July 9, 2023 to August 9, 2023, by depositing $135,000 into the Trust Account on July 5, 2023.   On July 7, 2023, the Company issued an unsecured promissory note (the “Fifth Working Capital Note) in the amount of $100,000. The Fifth Working Capital Note does not bear interest, and matures upon the earlier of two days following the date on which the Company’s initial business combination is consummated or the date of the liquidation of the Company.   On July 27, 2023, the Company held an extraordinary general meeting of shareholders (the “July Extraordinary General Meeting”), to, among other things, approve (i) a special resolution to amend the amended and restated articles of association of the Company (the “Articles”) giving the Company the right to further extend the Business Combination Period six (6) times for an additional one (1) month each time, from August 9, 2023 to February 7, 2024 (the “Second Extension Amendment”) and (ii) the proposal to approve the Second Trust Amendment (as defined below). All proposals at the July Extraordinary General Meeting were approved by the shareholders of the Company. As such, the Company and Transfer Agent entered into Amendment No. 2 to the Investment Management Trust Agreement, to allow ATAK to extend the Business Combination Period six (6) times for an additional one (1) month each time from August 9, 2023 to February 9, 2024 by depositing into the Trust Account for each one-month extension the lesser of: (x) $135,000 or (y) $0.045 per share multiplied by the number of public shares then outstanding (the “Second Trust Amendment”). In addition, on July 27, 2023, the Company adopted the Second Extension Amendment, amending the Company’s Articles.   In connection with the vote to approve the Second Extension Amendment, the holders of 362,831 Class A Ordinary Shares elected to redeem their shares for cash at a redemption price of approximately $10.68 per share, for an aggregate redemption amount of approximately $3.9 million, leaving approximately $56.7 million in the trust account.   On July 31, 2023, the Company issued an unsecured promissory note to the Sponsor, with a principal amount equal to $810,000 (the “Third Extension Note”). The Third Extension Note bears no interest and matures upon the earlier of (a) the date of the consummation of our initial business combination, or (b) the date of our liquidation. Advances under the Third Extension Note are for the purpose of Extension Payments and repaying the Sponsor or any other person with respect to funds loaned to the Company for the purpose of paying Extension Payments.   On August 9, 2023, the Company extended the Combination Period from August 9, 2023 to September 9, 2023 by depositing $135,000 into the Trust Account on July 31, 2023.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The accompanying unaudited condensed financial statements have been prepared in accordance 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 complete 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 accompanying unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 19, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company   The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies 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 Securities Exchange Act of 1934, as amended) 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 financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates   The preparation of the 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.   Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents   The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account   Following the closing of the Initial Public Offering on February 9, 2022, an amount of $204,020,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and is invested only in U.S. government securities 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. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum of Association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the IPO (with exercise of six one-month extensions) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination within 24 months from the closing of our initial public offering (with exercise of six one-month extensions), our return of the funds held in the trust account to our public shareholders as part of our redemption of the Public Shares. As of June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. All of the investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs	Offering Costs   The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) 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 IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on February 9, 2022, offering costs totaling $29,192,787 (consisting of $2,525,000 of underwriting fees, $7,070,000 of deferred underwriting fees, over-allotment option liability of $258,440, $3,030,000 for issuance of representative shares, $15,596,420 fair value of rights underlying the Units, and $712,927 of actual offering costs), with $265,808 included in accumulated deficit as an allocation for the Public Warrants, and $10,300,559 included as a reduction to proceeds.
Class A Ordinary shares Subject to Possible Redemption	Class A Ordinary shares Subject to Possible Redemption   The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On February 1, 2023, certain investors redeemed 14,529,877 shares of Class A ordinary shares for $149,322,133, resulting in a reduction to shares of Class A ordinary shares outstanding to 5,670,123. Accordingly, at June 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.   The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.   As of June 30, 2023, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table:   SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering   $ 202,000,000   Less:         Proceeds allocated to public warrants     (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption     (13,079,620 ) Fair value allocated to rights     (15,596,420 ) Plus:         Proceeds allocated to private warrants     4,211,323   Redemption of Class A ordinary shares     (149,322,133 ) Re-measurement of Class A ordinary shares subject to possible redemption     35,507,594   Class A ordinary shares subject to possible redemption, June 30, 2023   $ 60,198,874
Income Taxes	Income Taxes   The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.     ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. 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 may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net income (loss) per Ordinary Share	Net income (loss) per Ordinary Share   Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at June 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 6,470,000 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented.   The Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two classes of stock in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class A ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class A ordinary shares outstanding for the period. Non-redeemable Class A ordinary shares include the representative shares issued to Maxim at the closing of the initial public offering. For non-redeemable Class B ordinary shares, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of June 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.   The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):   SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE     2023     2022       Three Months Ended June 30,       2023     2022   Class A ordinary shares subject to possible redemption                 Numerator: income attributable to Class A ordinary shares subject to possible redemption                 Net income attributable to Class A ordinary shares subject to possible redemption   $ 77,592     $ 947,763   Denominator: weighted average Class A ordinary shares subject to possible redemption                 Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption     5,670,123       20,200,000   Basic and diluted net income per share, Class A ordinary shares subject to possible redemption     0.01       0.05   Non-redeemable ordinary shares                 Numerator: income attributable to non-redeemable Class A and Class B ordinary shares                 Net income attributable to non-redeemable Class A and Class B ordinary shares   $ 73,252     $ 251,157   Denominator: weighted average non-redeemable Class A and Class B ordinary shares                 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares     5,353,000       5,353,000   Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares   $ 0.01     $ 0.05           2023     2022       Six Months Ended June 30,       2023     2022   Class A ordinary shares subject to possible redemption                 Numerator: income attributable to Class A ordinary shares subject to possible redemption                 Net (loss) income attributable to Class A ordinary shares subject to possible redemption   $ (130,906 )   $ 3,223,267   Denominator: weighted average Class A ordinary shares subject to possible redemption                 Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption     8,800,870       15,847,514   Basic and diluted net income per share, Class A ordinary shares subject to possible redemption     (0.01 )     0.20   Non-redeemable ordinary shares                 Numerator: income attributable to non-redeemable Class A and Class B ordinary shares                 Net (loss) income attributable to non-redeemable Class A and Class B ordinary shares   $ (79,621 )   $ 1,073,290   Denominator: weighted average non-redeemable Class A and Class B ordinary shares                 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares     5,353,000       5,276,939   Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares   $ (0.01 )   $ 0.20
Related Parties	Related Parties   Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Concentration of Credit Risk	Concentration of Credit Risk   Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed 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 ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements   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.
Warranty Liability	Warranty Liability   The Company accounted for the 26,670,000 warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “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, “Derivatives and Hedging” (“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.     Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
Recent Accounting Standards	Recent Accounting Standards   In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020- 06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.   In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows.   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 condensed financial statements.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF TEMPORARY EQUITY	As of June 30, 2023, the Class A ordinary shares, classified as temporary equity in the balance sheet, are reconciled in the following table:   SUMMARY OF TEMPORARY EQUITY Gross proceeds from initial public offering   $ 202,000,000   Less:         Proceeds allocated to public warrants     (3,521,870 ) Offering costs allocated to Class A ordinary shares subject to possible redemption     (13,079,620 ) Fair value allocated to rights     (15,596,420 ) Plus:         Proceeds allocated to private warrants     4,211,323   Redemption of Class A ordinary shares     (149,322,133 ) Re-measurement of Class A ordinary shares subject to possible redemption     35,507,594   Class A ordinary shares subject to possible redemption, June 30, 2023   $ 60,198,874
SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE	The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):   SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE     2023     2022       Three Months Ended June 30,       2023     2022   Class A ordinary shares subject to possible redemption                 Numerator: income attributable to Class A ordinary shares subject to possible redemption                 Net income attributable to Class A ordinary shares subject to possible redemption   $ 77,592     $ 947,763   Denominator: weighted average Class A ordinary shares subject to possible redemption                 Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption     5,670,123       20,200,000   Basic and diluted net income per share, Class A ordinary shares subject to possible redemption     0.01       0.05   Non-redeemable ordinary shares                 Numerator: income attributable to non-redeemable Class A and Class B ordinary shares                 Net income attributable to non-redeemable Class A and Class B ordinary shares   $ 73,252     $ 251,157   Denominator: weighted average non-redeemable Class A and Class B ordinary shares                 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares     5,353,000       5,353,000   Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares   $ 0.01     $ 0.05           2023     2022       Six Months Ended June 30,       2023     2022   Class A ordinary shares subject to possible redemption                 Numerator: income attributable to Class A ordinary shares subject to possible redemption                 Net (loss) income attributable to Class A ordinary shares subject to possible redemption   $ (130,906 )   $ 3,223,267   Denominator: weighted average Class A ordinary shares subject to possible redemption                 Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption     8,800,870       15,847,514   Basic and diluted net income per share, Class A ordinary shares subject to possible redemption     (0.01 )     0.20   Non-redeemable ordinary shares                 Numerator: income attributable to non-redeemable Class A and Class B ordinary shares                 Net (loss) income attributable to non-redeemable Class A and Class B ordinary shares   $ (79,621 )   $ 1,073,290   Denominator: weighted average non-redeemable Class A and Class B ordinary shares                 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares     5,353,000       5,276,939   Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares   $ (0.01 )   $ 0.20

v3.23.2

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES	SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES            Private             Public     Placement     Warrant       Warrants     Warrants     Liability   Derivative warrant liabilities at December 31, 2021   $ —     $ —     $ —   Initial fair value at issuance of public and private placement warrants     3,521,870       2,258,677       5,780,547   Change in fair value     (1,905,870 )     (1,730,725 )     (3,636,595 ) Transfer of public warrants to Level 1 measurement     (1,616,000 )     —       (1,616,000 ) Level 3 derivative warrant liabilities as of March 31, 2022     —       527,952       527,952   Change in fair value     —       (280,952 )     (280,952 ) Level 3 derivative warrant liabilities as of June 30, 2022     —       247,000       247,000   Change in fair value     —       (118,000 )     (118,000 ) Level 3 derivative warrant liabilities as of September 30, 2022     —       129,000       129,000   Change in fair value     —       14,000       14,000   Transfer of Private Placement Warrants to Level 2 measurement     —       (143,000 )     (143,000 ) Level 3 derivative warrant liabilities as of December 31, 2022     —       —       —   Change in fair value     —       —       —   Level 3 derivative warrant liabilities as of March 31, 2023   $ —     $ —     $ —   Change in fair value     —       —       —   Level 3 derivative warrant liabilities as of June 30, 2023   $ —     $ —     $ —   The following table presents the changes in the fair value of derivative warrant liabilities as of June 30, 2023 and December 31, 2022:       Public Warrants     Private Placement Warrants     Total Derivative Warrant Liability   Fair value at August 6, 2021 (inception)     —       —       —   Change in fair value     -       -       -   Derivative warrant liabilities as of December 31, 2021   $ —     $ —     $ —   Initial fair value at issuance     3,521,870       2,258,677       5,780,547   Change in fair value     (1,905,870 )     (1,730,725 )     (3,636,595 ) Derivative warrant liabilities as of March 31, 2022   $ 1,616,000     $ 527,952     $ 2,143,952   Change in fair value     (858,500 )     (280,952 )     (1,139,452 ) Derivative warrant liabilities as of June 30, 2022   $ 757,500     $ 247,000     $ 1,004,500   Change in fair value     (353,500 )     (118,000 )     (471,500 ) Derivative warrant liabilities as of September 30, 2022   $ 404,000     $ 129,000     $ 533,000   Change in fair value     42,420       14,000       56,420   Derivative warrant liabilities as of December 31, 2022   $ 446,420     $ 143,000     $ 589,420   Change in fair value     58,580       20,000       78,580   Derivative warrant liabilities as of March 31, 2023   $ 505,000     $ 163,000     $ 668,000   Change in fair value     (220,180 )     (71,000 )     (291,180 ) Derivative warrant liabilities as of June 30, 2023   $ 284,820     $ 92,000     $ 376,820
SUMMARY OF FAIR VALUE HIERARCHY THE COMPANY’S ASSETS AND LIABILITIES THAT WERE ACCOUNTED FOR AT FAIR VALUE ON RECURRING BASIS	The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at June 30, 2023:   SUMMARY OF FAIR VALUE HIERARCHY THE COMPANY’S ASSETS AND LIABILITIES THAT WERE ACCOUNTED FOR AT FAIR VALUE ON RECURRING BASIS     (Level 1)     (Level 2)     (Level 3)   Assets                         Cash and marketable securities held in trust account   $ 60,198,874     $ —     $ —   Liabilities                         Public Warrants   $ 284,820     $ —     $ —   Private Placement Warrants   $ —     $ 92,000     $ —     The following tables set forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022:   Assets                         Cash and marketable securities held in trust account   $ 206,879,903     $ —     $ —   Liabilities                         Public Warrants   $ 446,420     $ —     $ —   Private Placement Warrants   $ —     $ 143,000     $ —
SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS	The key inputs into the Black Scholes Merton model formula were as follows at February 9, 2022: SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS      Private Placement       Warrants   Ordinary Share price   $ 9.08   Exercise price   $ 11.50   Risk-free rate of interest     1.80 % Volatility     9.43 % Term     5.99   Warrant to buy one share   $ 0.35   Dividend yield     0.00 % The key inputs into the Monte Carlo simulation model were as follows at June 30, 2023 and December 31, 2022:       June 30,     December 31,       2023     2022   Ordinary Share price   $ 10.62     $ 10.23   Exercise price   $ 11.50     $ 11.50   Risk-free rate of interest     4.07 %     3.94 % Volatility     0.00 %     0.00 % Term     5.25       5.50   Warrant to buy one share   $ 0.01     $ 0.02   Dividend yield     0.00 %     0.00 %

v3.23.2

ORGANIZATION AND PLANS OF BUSINESS OPERATIONS (Details Narrative) - USD ($)			3 Months Ended	6 Months Ended
	Feb. 03, 2023	Feb. 09, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Over-allotment option liability		$ 258,440
Issuance of representative shares		3,030,000	$ 3,030,000
Rights underlying the Units		15,596,420	$ 15,596,420
Operating cash		$ 1,468,333		$ 6,193		$ 191,103
Net proceeds amount					$ 204,020,000
Total amount deposited in trust account to fund the extensions				$ 675,000
Percentage of fair market value of target business to asset held in trust account				80.00%
Banking regulation, mortgage banking, net worth, minimum				$ 5,000,001
Business combination extension of business combination period				extends the period of time to consummate the initial Business Combination up to six times, each by an additional one month (for a total of up to 24 months from the date of the Initial Public Offering to complete the Business Combination),
Number of days within which public shares shall be redeemed				10 days
Expenses payable on dissolution				$ 50,000
Working capital surplus deficit				3,025,689		(38,542)
Working capital surplus deficit				$ (3,025,689)		$ 38,542
Amendment No One To Investment Management Trust Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Description of business combination extended period terms	Company to extend the date by which it has to consummate a business combination six times for an additional one month each time from February 9, 2023 to August 9, 2023, extending the Combination period up to 24 months, if applicable, by depositing into the Trust Account for each one-month extension the lesser of $135,000 or $0.045 per share multiplied by the number of public shares then outstanding.
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Minimum Public Share price due to reductions in the value of the trust assets less taxes payable				$ 10.10
Sponsor [Member] | Private Placement Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants or rights warrants issued during the period units		6,470,000
Class of warrants or rights warrants issued issue price per warrant		$ 1.00
Proceeds from issuance of warrants		$ 6,470,000
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, price per share		$ 10.00
Proceeds from issuance initial public offering		$ 202,000,000
Common stock, par or stated value per share				0.0001		$ 0.0001
Common Class B [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par or stated value per share				$ 0.0001		$ 0.0001
Common Class B [Member] | Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock shares issued during the period for services shares				$ 25,000
Common stock, par or stated value per share				$ 0.0001
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, new issues				303,000
Transaction costs		29,192,787
Underwriting discount		2,525,000
Deferred underwriting fees		7,070,000
Actual offering costs		712,927
Net proceeds amount		$ 204,020,000
Share price		$ 10.10
Term of restricted investments		185 days
IPO [Member] | Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Period within which business combination shall be consummated from the consummation of initial public offer		12 months
IPO [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Period within which business combination shall be consummated from the consummation of initial public offer		24 months
IPO [Member] | Private Placement Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants or rights warrants issued during the period units				6,470,000
IPO [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, new issues		20,200,000
Over-Allotment Option [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, new issues		200,000
Sale of stock, price per share		$ 10.00

v3.23.2

SUMMARY OF TEMPORARY EQUITY (Details) - USD ($)		3 Months Ended	6 Months Ended
	Feb. 01, 2023	Mar. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Redemption of Class A ordinary shares	$ 149,322,133
Class A ordinary shares subject to possible redemption, March 31, 2023			$ 60,198,874	$ 206,879,903
Common Class A Subject To Redemption [Member]
Gross proceeds from initial public offering			202,000,000
Offering costs allocated to Class A ordinary shares subject to possible redemption			(13,079,620)
Fair value allocated to rights			(15,596,420)
Redemption of Class A ordinary shares			(149,322,133)
Re-measurement of Class A ordinary shares subject to possible redemption			35,507,594
Class A ordinary shares subject to possible redemption, March 31, 2023			60,198,874
Common Class A Subject To Redemption [Member] | Public Warrants [Member]
Proceeds allocated to public warrants			(3,521,870)
Proceeds allocated to private warrants			3,521,870
Common Class A Subject To Redemption [Member] | Private Placement Warrants [Member]
Proceeds allocated to public warrants			(4,211,323)
Proceeds allocated to private warrants			$ 4,211,323

v3.23.2

SUMMARY OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Redeemable Class A Ordinary Shares [Member]
Numerator: income attributable to non-redeemable Class A and Class B ordinary shares
Net (loss) income attributable to non-redeemable Class A and Class B ordinary shares	$ 77,592	$ 947,763	$ (130,906)	$ 3,223,267
Denominator: weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares	5,670,123	20,200,000	8,800,870
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	5,670,123	20,200,000	8,800,870	15,847,514
Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares	$ 0.01	$ 0.05	$ (0.01)	$ 0.20
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$ 0.01	$ 0.05		$ 0.20
Nonredeemable Common Stock [Member]
Numerator: income attributable to non-redeemable Class A and Class B ordinary shares
Net (loss) income attributable to non-redeemable Class A and Class B ordinary shares	$ 73,252	$ 251,157	$ (79,621)	$ 1,073,290
Denominator: weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares	5,353,000	5,353,000	5,353,000	5,276,939
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	5,353,000	5,353,000	5,353,000	5,276,939
Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares	$ 0.01	$ 0.05	$ (0.01)	$ 0.20
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$ 0.01	$ 0.05	$ (0.01)	$ 0.20

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended
	Feb. 01, 2023	Feb. 09, 2022	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Cash equivalents					$ 0		$ 0
Net proceeds amount						$ 204,020,000
Percentage of public shares to be redeemed in case business combination is not consummated					100.00%
Overallotment option liability		$ 258,440
Issuance of representative shares		3,030,000		$ 3,030,000
Rights underlying the Units		15,596,420		$ 15,596,420
Accumulated deficit					$ (10,473,044)		$ (7,621,413)
Redemption of Class A ordinary shares, shares	14,529,877
Redemption of Class A ordinary shares, value	$ 149,322,133
Federal depository insurance coverage					$ 250,000
Warrant [Member]
Class of warrants or rights warrants issued during the period units					26,670,000
Common Class A [Member]
Shares outstanding	5,670,123				5,670,123		20,200,000
If We Do Not Complete Our Initial Business Combination [Member]
Period within which business combination shall be consummated from the consummation of initial public offer					24 months
Absent Our Completing An Initial Business Combination [Member]
Period within which business combination shall be consummated from the consummation of initial public offer					24 months
IPO [Member]
Net proceeds amount		$ 204,020,000
Term of restricted investments		185 days
Offering costs		$ 29,192,787
Underwriting fees		2,525,000
Deferred underwriting fees		7,070,000
Actual offering costs		712,927
Accumulated deficit		265,808
Adjustments to additional paid in capital, warrant issued		$ 10,300,559
IPO [Member] | Private Placement Warrant [Member]
Class of warrants or rights warrants issued during the period units					6,470,000

v3.23.2

INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares		6 Months Ended
	Feb. 09, 2022	Jun. 30, 2023
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share	$ 10.00
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares, new issues		303,000
Share price	$ 10.10
Term of restricted investments	185 days
IPO [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares, new issues	20,200,000
Common stock, conversion basis	Each Unit consists of one Class A ordinary share, one redeemable warrant (each whole warrant, a “Public Warrant”), and one right to receive one-tenth of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Each two Public Warrants entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).
Over-Allotment Option [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares, new issues	200,000
Sale of stock, price per share	$ 10.00

v3.23.2

PRIVATE PLACEMENT (Details Narrative) - Private Placement Warrant [Member] - USD ($)	Feb. 09, 2022	Jun. 30, 2023
Common Class A [Member]
Defined Benefit Plan Disclosure [Line Items]
Class of warrant or right, number of securities called by each warrant or right		1
Class of warrant or right, exercise price of warrants or rights		$ 11.50
Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Class of warrants or rights warrants issued during the period units	6,470,000
Class of warrants or rights warrants issued price per warrant	$ 1.00
Proceeds from issuance of warrants	$ 6,470,000

v3.23.2

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				3 Months Ended		6 Months Ended
	Jun. 02, 2023	Feb. 09, 2022	Aug. 07, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 14, 2023	May 02, 2023	Apr. 06, 2023	Mar. 03, 2023	Feb. 08, 2023	Dec. 31, 2022
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties current				$ 0		$ 0							$ 0
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument convertible into warrants				$ 1,500,000		$ 1,500,000
Debt instrument conversion price				$ 1.00		$ 1.00
Office Space Administrative And Support Services [Member]
Related Party Transaction [Line Items]
Related party payments		$ 10,000
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Administrative support agreement expenses				$ 30,000	$ 30,000	$ 60,000	$ 50,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount			$ 300,000								$ 810,000
Debt instrument interest rate			0.00%
Debt instrument, maturity date			Mar. 31, 2022
Long-term debt				0		0							$ 0
Promissory Note [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Aggregate debt		$ 242,801
First Working Capital [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount												$ 90,000
First Extension Note [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount												$ 135,000
Second Extension Note [Member]
Related Party Transaction [Line Items]
Proceeds from Issuance of Debt	$ 135,000					540,000
Outstanding value under the note				540,000		540,000
Second Working Capital [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount										$ 100,000
Third Working Capital [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount									$ 100,000
Fourth Working Capital [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount								$ 20,000
Working Capital Notes [Member]
Related Party Transaction [Line Items]
Outstanding value under the note				310,000		310,000
Working Capital And Second Extension Note [Member]
Related Party Transaction [Line Items]
Outstanding value under the note				$ 850,000		$ 850,000
Common Class B [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, issued for services			5,750,000
Stock issued during period, shares, issued for services			$ 25,000
Shares issued, shares, share based payment arrangement, forfeited			700,000
Temporary equity shares issued			5,050,000
Common Class A [Member]
Related Party Transaction [Line Items]
Temporary equity shares issued				5,670,123		5,670,123							20,200,000
Share transfer, trigger price per share			$ 12.00
Common Class A [Member] | Share Price More Than Or Equals To Used Twelve [Member]
Related Party Transaction [Line Items]
Number of consecutive trading days for determining share price			20 days
Number of trading days for determining share price			30 days
Threshold number of trading days for determining share price from date of business combination			150 days

v3.23.2

SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares	Jun. 30, 2023	Feb. 01, 2023	Dec. 31, 2022	Aug. 07, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000		5,000,000
Preferred stock, par or stated value per share	$ 0.0001		$ 0.0001
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized	500,000,000		500,000,000
Common stock par value per share	$ 0.0001		$ 0.0001
Common stock shares issued	303,000		303,000
Common stock shares outstanding	303,000		303,000
Temporary equity shares issued	5,670,123		20,200,000
Temporary equity shares outstanding	5,670,123	5,670,123	20,200,000
Common Class A [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Common stock, threshold percentage on conversion of shares	20.00%
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized	50,000,000		50,000,000
Common stock par value per share	$ 0.0001		$ 0.0001
Common stock shares issued	5,050,000		5,050,000
Common stock shares outstanding	5,050,000		5,050,000
Common Class B [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Temporary equity shares issued				5,050,000

v3.23.2

WARRANTS (Details Narrative)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Class of Warrant or Right [Line Items]
Number of warrants or rights outstanding | shares	26,670,000
Minimum lock In period for transfer, assign or sell warrants after completion of IPO	30 days
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right, exercise price of warrants or rights	$ 18.00
Class of warrant or right exercise price adjustment percentage higher of market value	180.00%
Share Price Equal Or Less Nine Point Two Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right, exercise price of warrants or rights	$ 9.20
Class of warrant or right exercise price adjustment percentage higher of market value	115.00%
Share Price Equal Or Less Nine Point Two Rupees Per Dollar [Member] | Common Class A [Member]
Class of Warrant or Right [Line Items]
Share redemption trigger price	$ 9.20
Minimum percentage gross proceeds required from issuance of equity	60.00%
Class of warrant right minimum notice period for redemption	20 days
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants or rights outstanding | shares	20,200,000
Warrants exercisable term from the date of completion of business combination	30 days
Minimum lock in period for SEC registration from date of business combination	20 days
Minimum lock in period to become effective after the closing of the initial business combination	60 days
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants or rights outstanding | shares	6,470,000
Redemption Of Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member]
Class of Warrant or Right [Line Items]
Class of warrants redemption price per unit	$ 0.01
Class of warrants, redemption notice period	30 days
Share price	$ 18.00
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days

v3.23.2

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		6 Months Ended
	Feb. 09, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock			$ 202,000,000
Deferred underwriting commissions		7,070,000		$ 7,070,000
Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fees		$ 2,525,000
Deferred underwriting commission per unit		$ 0.35
Deferred underwriting commissions		$ 7,070,000
Underwriting Agreement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued, shares, share-based payment arrangement, forfeited		700,000
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Over allotment option period		45 days
Maxim IPO shares issued		3,000,000
Proceeds from issuance of common stock		$ 2,000,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Maxim IPO shares issued		303,000
Deferred underwriting fees	$ 7,070,000

v3.23.2

SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES (Details) - USD ($)	3 Months Ended						5 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities, ending balance					$ 1,616,000
Initial fair value at issuance public and private placement warrants						3,521,870
Change in fair value	$ (220,180)	$ 58,580	$ 42,420	$ (353,500)	(858,500)	(1,905,870)
Derivative warrant liabilities, ending balance						1,616,000
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities, ending balance
Initial fair value at issuance public and private placement warrants						3,521,870
Change in fair value
Derivative warrant liabilities, ending balance
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche One [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value						(1,905,870)
Transfer of private placement warrants to level 2 measurement						(1,616,000)
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche Two [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfer of private placement warrants to level 2 measurement
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities, ending balance
Initial fair value at issuance public and private placement warrants						2,258,677
Change in fair value	(71,000)	20,000	14,000	(118,000)	(280,952)	(1,730,725)
Derivative warrant liabilities, ending balance
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities, ending balance			129,000	247,000	527,952
Initial fair value at issuance public and private placement warrants						2,258,677
Change in fair value			14,000	(118,000)	(280,952)
Derivative warrant liabilities, ending balance				129,000	247,000	527,952
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche One [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value						(1,730,725)
Transfer of private placement warrants to level 2 measurement
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche Two [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfer of private placement warrants to level 2 measurement			(143,000)
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities, ending balance			129,000	247,000	527,952
Initial fair value at issuance public and private placement warrants						5,780,547
Change in fair value			14,000	(118,000)	(280,952)
Derivative warrant liabilities, ending balance				$ 129,000	$ 247,000	527,952
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche One [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value						(3,636,595)
Transfer of private placement warrants to level 2 measurement						$ (1,616,000)
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | Tranche Two [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfer of private placement warrants to level 2 measurement			$ (143,000)

v3.23.2

SUMMARY OF FAIR VALUE HIERARCHY THE COMPANY’S ASSETS AND LIABILITIES THAT WERE ACCOUNTED FOR AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash and marketable securities held in trust account	$ 60,198,874	$ 206,879,903
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Private Placement Warrants	284,820	446,420
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Private Placement Warrants
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Private Placement Warrants
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Private Placement Warrants	92,000	143,000
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Private Placement Warrants
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Private Placement Warrants
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash and marketable securities held in trust account	60,198,874	206,879,903
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash and marketable securities held in trust account
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash and marketable securities held in trust account

v3.23.2

SUMMARY OF FAIR VALUE INFORMATION ASSETS AND LIABILITIES (Details) - USD ($)	3 Months Ended						5 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Beginning balance	$ 505,000	$ 446,420	$ 404,000	$ 757,500
Change in fair value	(220,180)	58,580	42,420	(353,500)	$ (858,500)	$ (1,905,870)
Derivative warrant liabilities, ending balance					1,616,000
Initial fair value at issuance						3,521,870
Ending balance	284,820	505,000	446,420	404,000	757,500
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Beginning balance	163,000	143,000	129,000	247,000	527,952
Change in fair value	(71,000)	20,000	14,000	(118,000)	(280,952)	(1,730,725)
Derivative warrant liabilities, ending balance
Initial fair value at issuance						2,258,677
Ending balance	92,000	163,000	143,000	129,000	247,000	527,952
Derivative Warrant Liability [Member]
Class of Warrant or Right [Line Items]
Beginning balance	668,000	589,420	533,000	1,004,500	2,143,952
Change in fair value	(291,180)	78,580	56,420	(471,500)	(1,139,452)	(3,636,595)
Derivative warrant liabilities, ending balance
Initial fair value at issuance						5,780,547
Ending balance	$ 376,820	$ 668,000	$ 589,420	$ 533,000	$ 1,004,500	$ 2,143,952

v3.23.2

SUMMARY OF FAIR VALUE MEASUREMENTS INPUTS (Details)	Jun. 30, 2023	Dec. 31, 2022	Feb. 09, 2022
Measurement Input, Share Price [Member] | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input			9.08
Measurement Input, Share Price [Member] | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.62	10.23
Measurement Input, Exercise Price [Member] | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input			11.50
Measurement Input, Exercise Price [Member] | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Measurement Input, Risk Free Interest Rate [Member] | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input			1.80
Measurement Input, Risk Free Interest Rate [Member] | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	4.07	3.94
Measurement Input, Price Volatility [Member] | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input			9.43
Measurement Input, Price Volatility [Member] | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.00	0.00
Measurement Input, Expected Term [Member] | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input			5.99
Measurement Input, Expected Term [Member] | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.25	5.50
Measurement Input Probability [Member] | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input			0.35
Measurement Input Probability [Member] | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.01	0.02
Measurement Input, Expected Dividend Rate [Member] | Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input			0.00
Measurement Input, Expected Dividend Rate [Member] | Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.00	0.00

v3.23.2

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Warrant liability	$ 376,820	$ 589,420

v3.23.2

SUBSEQUENT EVENTS (Details Narrative) - USD ($)			1 Months Ended	6 Months Ended
	Jul. 27, 2023	Jul. 05, 2023	Sep. 09, 2023	Jun. 30, 2023	Jun. 30, 2022	Jul. 31, 2023	Jul. 07, 2023	Feb. 01, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Payment to acquire restricted investments					$ 204,020,000
Temporary Equity, Redemption Price Per Share				$ 10.62					$ 10.24
Common Class A [Member]
Subsequent Event [Line Items]
Temporary equity, shares outstanding				5,670,123				5,670,123	20,200,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Subsequent event, description	the Company held an extraordinary general meeting of shareholders (the “July Extraordinary General Meeting”), to, among other things, approve (i) a special resolution to amend the amended and restated articles of association of the Company (the “Articles”) giving the Company the right to further extend the Business Combination Period six (6) times for an additional one (1) month each time, from August 9, 2023 to February 7, 2024 (the “Second Extension Amendment”) and (ii) the proposal to approve the Second Trust Amendment (as defined below). All proposals at the July Extraordinary General Meeting were approved by the shareholders of the Company. As such, the Company and Transfer Agent entered into Amendment No. 2 to the Investment Management Trust Agreement, to allow ATAK to extend the Business Combination Period six (6) times for an additional one (1) month each time from August 9, 2023 to February 9, 2024 by depositing into the Trust Account for each one-month extension the lesser of: (x) $135,000 or (y) $0.045 per share multiplied by the number of public shares then outstanding (the “Second Trust Amendment”). In addition, on July 27, 2023, the Company adopted the Second Extension Amendment, amending the Company’s Articles.
Subsequent Event [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Temporary equity, shares outstanding	362,831
Temporary Equity, Redemption Price Per Share	$ 10.68
Temporary Equity, Aggregate Amount of Redemption Requirement	$ 3,900,000
Temporary equity aggregate amount of redemption in trust account	$ 56,700,000
Subsequent Event [Member] | Unsecured Promissory Note [Member]
Subsequent Event [Line Items]
Payment to acquire restricted investments		$ 135,000
Debt face amount						$ 810,000	$ 100,000
Desposit trust account			$ 135,000

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