| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted
in the United States of America (“GAAP”) and pursuant to the rules and regulations 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 comprehensive presentation of financial position, results of operations, or cash flows. In the opinion
of management, the accompanying 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 condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with
the SEC on April 7, 2022. 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. 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 independent registered public accounting firm 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 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 financial statements in conformity with US 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 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 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 from those estimates. Cash The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did no Investments
Held in Trust Account At
September 30, 2022, the assets held in the Trust Account are $ 202,971,925 At
December 31, 2021 the Company held cash in the Trust Account of $ 201,951,985 Class
A Ordinary Shares Subject to Possible Redemption All
of the 19,995,246 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 capital and accumulated deficit. The redemption value
of the redeemable ordinary shares as of September 30, 2022 increased as the income earned on the Trust Account exceeds the
Company’s expected dissolution expenses (up to $ 100,000 919,940 As
of September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to redemption reflected in the condensed
balance sheets are reconciled in the following table:
Schedule of redemption of Class A ordinary shares
Gross proceeds $ 199,952,460
Less:
Proceeds allocated to Public
Warrants (9,797,808 )
Issuance costs allocated to
Class A ordinary shares (29,576,119 )
Plus:
Remeasurement
of carrying value to redemption value 41,373,452
Class A
ordinary shares subject to possible redemption as of December 31, 2021 201,951,985
Plus:
Remeasurement
of carrying value to redemption value 68,904
Class A
ordinary shares subject to possible redemption as of June 30, 2022 $ 202,020,889
Plus:
Remeasurement
of carrying value to redemption value 851,036
Class
A ordinary shares subject to possible redemption as of September 30, 2022 $ 202,871,925 Offering
Costs associated with the Initial Public Offering The
Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs 32,005,743 3,999,049 6,998,336 18,958,165 2,050,193 29,576,119 2,429,624 1,969,181 1,289,149 Income
Taxes The
Company accounts for income taxes under ASC 740, Income Taxes ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements 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. ASC 740 also provides guidance on derecognition, classification, interest
and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been
concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no Net
Income (Loss) Per Ordinary Share The
Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share 18,996,197 The
following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share
amounts):
Schedule of basic and diluted net income per ordinary share
Three
Months Ended Three
Months Ended Nine
Months Ended For
the
Class
A Class
B Class
A Class
B Class
A Class
B Class
A Class
B
Basic and diluted net income
(loss)
Numerator:
Net income (loss) $ 1,745,474 $ 436,369 $ — $ — $ 4,355,922 $ 1,088,981 $ — $ (9,647 )
Denominator:
Basic and diluted weighted
average shares outstanding 19,995,246 4,998,811 — 4,375,000 19,995,246 4,998,811 — 4,375,000
Basic and diluted net income
(loss) per share $ 0.09 $ 0.09 $ — $ (0.00 ) $ 0.22 $ 0.22 $ — $ (0.00 ) Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration 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 Fair
Value of Financial Instruments The
Company applies ASC Topic 820, Fair Value Measurement The
carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their
short-term nature. The following reflects the fair value hierarchy
established by ASC 820: Level
1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement
are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level
2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar
underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable
at commonly quoted intervals. Level
3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques
when little or no market data exists for the assets or liabilities. Share-Based
Compensation Share-based
compensation is accounted for based on the requirements of ASC 718, Compensation–Stock Compensation 1,963,265 659,844 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 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity The
Public Warrants and Private Placement Warrants are accounted for as derivative instruments in accordance with ASC 815 and are
presented as warrant liabilities on the balance sheet. The Public Warrants and Private Placement Warrants were measured at fair
value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement
of operations. Recent
Accounting Standards Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements. |
