COMMITMENTS & CONTINGENCIES	6 Months Ended
Jun. 30, 2023
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES	NOTE 6. COMMITMENTS & CONTINGENCIES Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. The underwriters exercised their full over-allotment option on November 12, 2021. The underwriters were paid in cash for underwriting discount of two percent (2%) of the gross proceeds of the Public Offering and full exercise of the over-allotment option, or $4,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination. Service Provider Agreements From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. The Company has recorded an accrual of $460,269 of fees for legal services by outside counsel related to on-going compliance with reporting obligations and mergers and acquisitions-related activity subsequent to the date of the IPO. In addition, up to $400,000 of fees for legal services by outside counsel related to the IPO may be payable by the Company on completion of the Business Combination in the Company’s discretion. As of June 30, 2023, $6.9 million were incurred by the Company for legal services by outside counsel, which will be payable solely on completion of the Business Combination. Additional fees for legal services by outside counsel related to the Business Combination may be payable by the Company on completion of the Business Combination in the Company’s discretion.

COMMITMENTS & CONTINGENCIES

6 Months Ended

Jun. 30, 2023

NOTE 6. COMMITMENTS & CONTINGENCIES

Registration Rights

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. The underwriters exercised their full over-allotment option on November 12, 2021.

The underwriters were paid in cash for underwriting discount of two percent (2%) of the gross proceeds of the Public Offering and full exercise of the over-allotment option, or $4,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination.

Service Provider Agreements

From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination.

The Company has recorded an accrual of $460,269 of fees for legal services by outside counsel related to on-going compliance with reporting obligations and mergers and acquisitions-related activity subsequent to the date of the IPO. In addition, up to $400,000 of fees for legal services by outside counsel related to the IPO may be payable by the Company on completion of the Business Combination in the Company’s discretion.

As of June 30, 2023, $6.9 million were incurred by the Company for legal services by outside counsel, which will be payable solely on completion of the Business Combination. Additional fees for legal services by outside counsel related to the Business Combination may be payable by the Company on completion of the Business Combination in the Company’s discretion.