| Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation and Summary
of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial
statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant
to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed
or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the
unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair
statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30,
2022 are not necessarily indicative of the results that may be expected through December 31, 2022. 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 5, 2022, which contains the audited financial statements and notes thereto. The financial information as
of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2021, as filed with the SEC on April 6, 2022. Liquidity and Going Concern As of September 30, 2022, the Company had approximately
$1.2 million in its operating bank account and working capital of approximately $1.2 million. The Company’s liquidity through the consummation
of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs on behalf
of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately
$149,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account.
The Company fully repaid the Note on March 25, 2021. In addition, in order to finance transaction costs in connection with a Business
Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working
Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment
of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,”
management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s
ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company
be required to liquidate after March 23, 2023. The condensed financial statements do not include any adjustment that might be necessary
if the Company is unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the 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 of 2002, 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 an
emerging growth 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 an 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
condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company
that 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 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 condensed financial statements. 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. 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 had no cash equivalents as of September
30, 2022 or December 31, 2021. Investments Held in Trust Account The Company’s portfolio of investments
is comprised solely of 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 investments in money market funds that invest in U.S. government securities and generally have a readily
determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S.
government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account
are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market
funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from
the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying condensed
statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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, and investments held in Trust Account. At September 30, 2022, the Company has not experienced
losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or
approximate the carrying amounts represented in the condensed balance sheets. 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 consist of:
● Level 1, defined as observable inputs such as quoted
prices 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 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 and forward purchase agreements, to determine if such instruments are derivatives or contain features
that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed
at the end of each reporting period. The warrants issued in connection with the Company’s
Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative 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,
and any change in fair value is recognized in the Company’s condensed statements of operations. The initial estimated fair value
of the warrants was measured using a Monte Carlo simulation. The subsequent estimated fair value of the Public Warrants is based on the
listed price in an active market for such warrants while the fair value of the Private Placement Warrants continues to be measured using
a Monte Carlo simulation with the key inputs being directly or indirectly observable from the Public Warrants listed price. Offering Costs Associated with the Initial
Public Offering Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.
Offering costs were 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 derivative warrant liabilities were expensed as incurred and
presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A ordinary shares
issued were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial
Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably
expected to require the use of current assets or require the creation of current liabilities. 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) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including
Class A ordinary shares that features 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,
Class A ordinary shares is classified as shareholders’ equity. The Company’s Public 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 September 30, 2022 and December 31, 2021, 32,369,251 Class A ordinary shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Effective with the closing of the Initial Public
Offering (including sale of the Over-Allotment Units), the Company recognized the accretion from initial book value to redemption amount,
which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company accounts for income taxes under FASB
ASC Topic 740, “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s
financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement
of a tax position 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
only major tax jurisdiction. 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 September 30, 2022 or December
31, 2021. 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 an exempted Cayman
Islands Company 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. 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 Per Ordinary Share The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as
Class A ordinary shares subject to possible redemption and non-redeemable Class A ordinary shares and Class B ordinary shares. Income
and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income
by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary
shares does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 16,699,626
ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion
would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per
share for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from January
8, 2021 (inception) through September 30, 2021. Remeasurement associated with the redeemable Class A ordinary shares is excluded from
net income per share as the redemption value approximates fair value. The following table reflects presents a reconciliation
of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares:
For The Three Months Ended For The Three Months Ended
Class A Class A non-redeemable and Class B Class A Class A non-redeemable and Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income $ 1,178,664 $ 332,172 $ 7,644,777 $ 2,154,453
Denominator:
Basic and diluted weighted average ordinary shares outstanding 32,369,251 9,122,313 32,369,251 9,122,313
Basic and diluted net income per ordinary share $ 0.04 $ 0.04 $ 0.24 $ 0.24
For the Nine Months Ended For The Period
Class A Class A non-redeemable and Class B Class A Class A non-redeemable and Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income $ 6,772,201 $ 1,908,544 $ 2,807,492 $ 1,043,877
Denominator:
Basic and diluted weighted average ordinary shares outstanding 32,369,251 9,122,313 23,230,667 8,637,592
Basic and diluted net income per ordinary share $ 0.21 $ 0.21 $ 0.12 $ 0.12 Recent Accounting Pronouncements Management does not believe that any recently
issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed
financial statements. |
