| 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 Company’s Annual Report on Form 10-K for the period ended
December 31, 2021, as filed with the SEC on April 1, 2022, which contained the audited financial statements and notes thereto. The
interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for
the year ending December 31, 2022 or for any future periods. Risks and Uncertainties Management continues to
evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include
any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
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 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 financial statement 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 the condensed
financial statements in conformity with 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 periods. Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its
estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates
included in these condensed 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 and accordingly the actual results could differ significantly from
those estimates. Reclassification Certain prior period amounts
have been reclassified to conform to the current period financial statement presentation, including legal fees of $761,882 that are contingent
upon the consummation of a business combination. These fees were reclassified out of accrued expenses and accounts payable and included
within deferred legal fees on the condensed balance sheet as of December 31, 2021. The reclassification had no effect on the previously
reported total assets, total liabilities, shareholders’ equity, net income or cash flows. Cash and Cash Equivalents The Company considers all
short-term investments with an original maturity of twelve months or less when purchased to be cash equivalents. The Company did not have
any cash equivalents as of September 30, 2022 and December 31, 2021. Cash and Marketable Securities Held in Trust
Account At September 30, 2022 and
December 31, 2021, substantially all of the assets held in the Trust Account were held primarily in U.S. Treasury securities. All of the
Company’s 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 and other expenses incurred that are directly related to the
Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded
as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.
Accordingly, offering costs totaling $15,546,628, consisting of $5,482,032 of underwriting fees, $9,593,555 of deferred underwriting fees
and $471,041 of other offering costs have been allocated to the separable financial instruments issued in the Initial Public Offering
based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities of $547,945
have been expensed and presented as non-operating expenses in the condensed statements of operations and offering costs of $14,998,683
associated with the Class A ordinary shares were a reduction to temporary equity. Warrant Liabilities The Company accounts for
the Public Warrants (as defined in Note 4) and Private Placement Warrants (together with the Public Warrants, 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
480, Distinguishing Liabilities from Equity (“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. For issued or modified warrants
that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the
estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Warrants are accounted
for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets.
The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within
change in fair value of warrant liabilities in the condensed statements of operations. The Private Placement Warrants were valued using
a Modified Black Scholes Option Pricing Model and are valued using this same approach for each subsequent reporting date. The Public Warrants
were initially valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units,
the market traded close price of the Public Warrant price was used as the fair value as of each relevant date. 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 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’ equity. The Company’s 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
September 30, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement
from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares due to interest
earned on the Trust Account resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2022 and
December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled
in the following table:
Gross proceeds $ 274,101,580
Less:
Proceeds allocated to Public Warrants (9,502,188 )
Class A ordinary shares issuance costs (14,998,683 )
Plus:
Re-measurement of carrying value to redemption value 24,612,042
Class A ordinary shares subject to possible redemption – December 31, 2021 274,212,751
Plus:
Re-measurement of carrying value to redemption value 1,712,976
Class A ordinary shares subject to possible redemption – September 30, 2022 $ 275,925,727 Concentration of Credit Risk Financial instruments that
potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times
may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Income Taxes The Company accounts for
income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for
the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s
management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. At September 30, 2022 and December 31, 2021, there were no unrecognized
tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position. The Company is considered
to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for
the period presented. Net Income per Ordinary Share The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed
by dividing net income by the weighted average number of ordinary shares outstanding for the period. This presentation contemplates a
Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of the Company.
Remeasurement associated with the redeemable Class A ordinary shares is excluded from income per ordinary share as the redemption value
approximates fair value. The calculation of diluted
income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and
(ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable
to purchase 14,124,741 Class A ordinary shares in the aggregate. As of September 30, 2022 and December 31, 2021, 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 per ordinary share is the same as basic net income per ordinary share for the
periods presented. The following table reflects the calculation
of basic and diluted net income per common share (in dollars, except per share amounts):
Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
Class A Class B Class A Class B Class A Class B Class A Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted $ 689,726 $ 172,431 $ 2,685,938 671,484 $ 6,306,396 $ 1,576,599 $ 2,142,152 $ 678,623
Denominator:
Basic and diluted weighted average shares outstanding 27,410,158 6,852,539 27,410,158 6,852,539 27,410,158 6,852,539 21,009,788 6,655,799
Basic and diluted net income per ordinary share $ 0.03 $ 0.03 $ 0.10 $ 0.10 $ 0.23 $ 0.23 $ 0.10 $ 0.10 Fair Value of Financial Instruments The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant
liabilities (see Note 11). 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. Derivative Financial Instruments The Company evaluates its
financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities,
the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with
changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are
classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument
could be required within 12 months of the balance sheet date. The grant of the Founders
Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based
compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted
subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares
is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.
As of September 30, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based
compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered
probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date
fair value per share (unless subsequently modified). 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 fiscal
years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. 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 standards, if currently adopted, would have a material effect on the
Company’s condensed financial statements. |
