| Significant Accounting Policies | Note
3 — 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 U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote
disclosures normally included in unaudited condensed 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on
April 15, 2022, which contains the audited financial statements and notes thereto. The accompanying condensed balance sheet as of December
31, 2021 has been derived from these audited financial statements. The interim results for the three and six months ended June 30, 2022
are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging
Growth Company Status The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our
Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are
required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out
of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election
to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard
is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the
Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor
an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used. Use
of Estimates The preparation of unaudited condensed financial statements in conformity
with GAAP requires 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 unaudited condensed financial statements and the reported amounts of 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 unaudited condensed
financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future
confirming events. Two of the more significant accounting estimates included in these unaudited condensed financial statements are the
determination of the fair value of the Warrant liabilities as well as determination of the conversion feature of the 2022 Note. Such estimates
may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly
from those estimates. The preparation of financial statements in conformity with GAAP requires 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 expenses during the reporting period. Actual results could differ from those estimates. Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of June 30, 2022 and December 31, 2021, the Company had $284,606 and $299,837 in cash, respectively. The Company had no cash
equivalents as of June 30, 2022 and December 31, 2021. Cash
and Marketable Securities Held in Trust Account As
of June 30, 2022 and December 31, 2021, the Trust Account had $330,616,894, and $330,082,791, respectively, held in primarily U.S.
Treasury bills. During the three and six months ended June 30, 2022 and June 30, 2021, the Company did not withdraw any of the interest
income from the Trust Account to pay its tax obligations. 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. As of June 30, 2022 and December 31, 2021, the
Company has not experienced losses on this account. 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 ASC 480. Class A Ordinary
Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally
redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary
equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature
certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain
future events. Accordingly, as of June 30, 2022 and December 31, 2021, 33,000,000 Class A Ordinary Shares subject to possible redemption
are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed
balance sheets. 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. Increases or decreases in the carrying amount of redeemable
ordinary shares are affected by charges against additional paid-in (to the extent available) capital and accumulated deficit. As
of June 30, 2022 and December 31, 2021, the ordinary shares reflected on the condensed balance sheets are reconciled in the following
table:
Gross Proceeds $ 330,000,000
Less:
Proceeds allocated to Public Warrants (9,108,000 )
Issuance costs related to Class A Ordinary Shares (16,737,016 )
Plus:
Remeasurement of carrying value to redemption value 25,845,016
Class A Ordinary Shares subject to redemption, December 31, 2021 330,000,000
Plus:
Remeasurement of carrying value to redemption value resulting from
the interest income accrued in the Trust Account 616,894
Class A Ordinary Shares subject to redemption, June 30, 2022 330,616,894 Net
Income per Ordinary Share The Company complies with accounting and disclosure requirements of
ASC Topic 260, Earnings Per Share (“ASC 260”). The Company applies the two-class method in calculating earnings per share.
Remeasurement for Class A Ordinary Shares subject to redemption is not included in the determination of income or loss allocable to Class
A Ordinary Shares subject to redemption, as redemption value approximates fair value. Net income per ordinary share is computed by dividing
the pro rata net income between the Class A Ordinary Shares and the Class B Ordinary Shares by the weighted average number of ordinary
shares outstanding for each of the periods. The calculation of diluted income per ordinary share does not consider the effect of the Warrants
issued in connection with the IPO, as well Warrants potentially issuable upon conversion of the 2022 Note since the exercise of the Warrants
are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The Company did not
have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share
in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. The
table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each
class of ordinary shares:
For the For the
Redeemable Class A Ordinary Shares
Numerator:
Net income allocable to Class A Ordinary Shares subject to possible redemption $ 2,396,880 $ 2,506,764
Denominator:
Weighted average redeemable Class A Ordinary Shares, basic and diluted 33,000,000 33,000,000
Basic and diluted net income per share, redeemable Class A Ordinary Shares $ 0.07 $ 0.08
Non-redeemable Class B Ordinary Shares
Numerator:
Net income allocable to non-redeemable Class B Ordinary Shares $ 599,220 $ 626,691
Denominator:
Weighted average non-redeemable Class B Ordinary Shares 8,250,000 8,250,000
Basic and diluted net income per share, non-redeemable Class B Ordinary Shares $ 0.07 $ 0.08
For the For the
Redeemable Class A Ordinary Shares
Numerator:
Net income allocable to Class A Ordinary Shares subject to possible redemption $ 3,778,829 $ 2,273,953
Denominator:
Weighted average Redeemable Class A Ordinary Shares, Basic and Diluted 33,000,000 20,237,569
Basic and diluted net income per share, redeemable Class A Ordinary Shares $ 0.11 $ 0.11
Non-redeemable Class B Ordinary Shares
Numerator:
Net income allocable to non-redeemable Class B Ordinary Shares $ 944,707 $ 894,403
Denominator:
Weighted Average non-redeemable Class B Ordinary Shares 8,250,000 7,959,945
Basic and diluted net income per share, non-redeemable Class B Ordinary Shares $ 0.11 $ 0.11 Offering
Costs The Company complies with
the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—“Expenses
of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that
are related to the Public Offering and that were charged to temporary equity upon the completion of the IPO. Accordingly, on June 30,
2021, offering costs totaling $17,212,069 have been charged to temporary equity (consisting of $6,090,000 of underwriting fee,
$10,657,500 of deferred underwriting fee and $464,569 of other offering costs). Of the total transaction costs, $475,053 was
reclassified to expense as a non-operating expense in the statements of operations with the rest of the
offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the
total offering proceeds, between the fair value of the Public Warrant (as defined in Note 4) liabilities and the Class A Ordinary
Shares. Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards
Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented
in the condensed balance sheets. Derivative
Warrant Liabilities The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued share purchase Warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives. Pursuant to ASC 480 and Accounting Standards Codification 815-40, Derivatives and Hedging;
Contracts in Entity’s Own Equity (“ASC 815”), the Company concluded that a provision in the Warrant Agreement related
to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the
definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the condensed balance
sheets and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value
recognized in the statements of operations in the period of change. The
Company accounts for its 12,333,333 Warrants, including 6,600,000 Warrants issued in connection with its IPO and 5,733,333 Warrants issued
as part of the Private Placement as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the
warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities
are subject to re-measurement at each balance sheet date until exercised or modified, and any change in fair value is recognized in the
Company’s statements of operations. The fair value of Warrants issued by the Company in connection with the Initial Public Offering
and Private Placement Warrants has been estimated using Monte-Carlo simulations. Subsequently, at June 30, 2022 and December 31, 2021,
Public and Private Placement Warrants were valued using observable market quotes in an active market, and Monte-Carlo simulations, respectively.
Income
Taxes The
Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements
and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.
ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred
tax assets will not be realized. ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021.
The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021,
there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed 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. Recent
Accounting Standards In
August 2020, FASB issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial
conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining
to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible
debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings
per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective
for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption
permitted beginning on January 1, 2021. 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. Management
does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the Company’s unaudited condensed financial statements. |
