| Summary of Significant Accounting Policies and Basis of Presentation | Note
2- Summary of Significant Accounting Policies and Basis of Presentation 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 financial information and pursuant to the rules and regulations of
the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. 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 six months ended June 30, 2023 are not necessarily
indicative of the results that may be expected through December 31, 2023 or any future periods. The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements included in
the amended Annual Report on Form 10-K filed by the Company with the SEC on March 27, 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 for the year ended December 31, 2022. Emerging
Growth Company As
an emerging growth company, the Company 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 Jumpstart Our Business Startups Act of 2012 (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 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 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 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 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 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. 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 TWO NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Investments
Held in Trust Account The
Company’s portfolio of investments was originally comprised 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 In
March 2023, the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead
to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of a Business
Combination and liquidation of the Company. The funds are still held in this account as of June 30, 2023. 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 Deposit Insurance Corporation coverage limit of $ 250,000 Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair
Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the 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. Offering
Costs Associated with the Initial Public Offering Offering
costs consist of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and were charged
against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. TWO NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS 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 liability instruments and are measured at fair value. Conditionally
redeemable Class A ordinary shares (including Class A 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, Class A ordinary shares are classified as shareholders’ equity. As part of the Private
Placement, the Company issued 628,750 On December
30, 2022, the Sponsor unconditionally and irrevocably forfeited all 628,750 5,000,013 21,437,500 Under
ASC 480-10S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying
value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting
period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including
the exercise of the over-allotment option), 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. Subsequently, the Company recognized
changes in the redemption value as an increase in redemption value of Class A ordinary shares subject to possible redemption as reflected
on the accompanying unaudited condensed statements of changes in shareholders’ deficit. Income
Taxes The
Company follows accounting for income taxes under FASB ASC 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. There were no No 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, 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. Net
Income (Loss) 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 and Class B ordinary shares. Income and losses are shared pro
rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net income (loss) per ordinary
share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective
period. At
June 30, 2023 and 2022, the Company did not have any dilutive securities and 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 three and six months ended June 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per
share as the redemption value approximates fair value. TWO NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS The
table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share
for each class of ordinary shares: Summary of Calculation of Basic and Diluted Net Income (Loss) per Ordinary Share
Class A Class B Class A Class B Class A Class B Class A Class B
For The Three Months Ended June, For The Six Months Ended June,
2023 2022 2023 2022
Class A Class B Class A Class B Class A Class B Class A Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss) $ 413,861 $ 443,606 $ 108,793 $ 26,423 $ 1,488,982 $ 605,770 $ (212,785 ) $ (51,680 )
Denominator:
Basic and diluted weighted average ordinary shares outstanding 5,000,013 5,359,375 22,066,250 5,359,375 13,173,349 5,359,375 22,066,250 5,359,375
Basic and diluted net income (loss) per ordinary share $ 0.08 $ 0.08 $ 0.00 $ 0.00 $ 0.11 $ 0.11 $ (0.01 ) $ (0.01 ) Recent
Accounting Pronouncements The
Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently
adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
