| Significant Accounting Policies | Note 2 — 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 Securities
and Exchange Commission (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 the Company’s
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, which contains the initial audited financial
statements and notes thereto as filed with the SEC on April 5, 2022. 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 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 Securities Exchange Act of 1934, as amended) 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 the comparison of the Company’s financial statements with those of 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 the financial statement 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 statement 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. The Company had $512,940 and $781,709 of cash
as of June 30, 2022 and December 31, 2021, respectively, and no cash equivalents. Investments Held in Trust Account As of June 30, 2022 and December 31, 2021, the
Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning of
Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in
U.S. government securities, cash, or a combination thereof. The Company classifies its securities as held-to-maturity because it has
the ability and intent to hold until maturity. The carrying value, gross unrealized holding
loss and fair value of held-to-maturity securities on June 30, 2022 and December 31, 2021 are as follows:
Carrying Gross Fair Value
June 30, 2022 Investments held in Trust Account $ 269,920,339 $ — $ 269,920,339
December 31, 2021 Investments held in Trust Account $ 269,790,000 $ (39,000 ) $ 269,751,000 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
Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2022 and December 31, 2021, the Company had not experienced
losses on this account, and management believes the Company was not exposed to significant risks on such account. Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing
net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject
to surrender by the Sponsor. The Company has two classes of stock, 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. The calculation of diluted loss per share of ordinary
shares does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise
of the warrants is contingent upon the occurrence of future events. As of June 30, 2022, 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 loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following
table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
Three Months
Ended Three
Months Ended June
30, Six Months Ended For the
Class A Class B Class A Class B Class A Class B Class A Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss $ (77,560 ) $ (19,390 ) $ — $ — $ (112,554 ) $ (28,139 ) $ — $ (3,880 )
Denominator:
Basic and diluted weighted average shares outstanding 26,450,000 6,612,500 — 5,750,000 26,450,000 6,612,500 — 5,750,000
Basic and diluted net loss per ordinary share $ (0.00 ) $ (0.00 ) $ — $ (0.00 ) $ (0.00 ) $ (0.00 ) $ — $ (0.00 ) 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,”
approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and
liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1—Valuations based on unadjusted
quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments
and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an
active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted
prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or
similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally
from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that
are unobservable and significant to the overall fair value measurement. Financial Instruments The Company will account for warrants as either
equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative
guidance in FASB ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. 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 and whether the warrant holders could potentially require “net cash settlement”
in a circumstance outside of the Company’s control, 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 of 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. The Company accounts for its outstanding warrants as equity-classified. Income Taxes The Company accounts for income taxes under FASB
ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact
of differences between the financial statement 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.
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. As of June 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’s management does not expect that
the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be a Cayman Islands
exempted 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. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of
ASC 340-10-S99-1. Offering costs consisted of legal, accounting and underwriting fees and other costs incurred through the IPO that
were directly related to the IPO. The Company incurred offering costs amounting
to $16,608,500 as a result of the IPO, which consisted of $4,600,000 of underwriting commissions, $11,270,000 of deferred underwriting
commissions, and $738,500 of other offering costs, all of which was charged to shareholders’ deficit. Ordinary Shares Subject to Possible Redemption All of the 26,450,000 Class A ordinary shares
sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection
with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and
in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance
with the SEC’s and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption
provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent
equity. Therefore, all Public Shares have been classified outside of permanent equity. 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 amount of Class A ordinary shares at June
30, 2022 and December 31, 2021 are reconciled in the following table:
Gross proceeds $ 264,500,000
Less:
Proceeds allocated to Public Warrants (9,472,665 )
Class A ordinary shares issuance costs (15,982,321 )
Plus:
Re-measurement adjustment on redeemable ordinary shares 30,744,986
Class A ordinary shares subject to possible redemption, December 31,
2021 269,790,000
Accretion of Class A ordinary shares subject to possible redemption 130,339
Class A ordinary shares subject to possible redemption,
June 30, 2022 $ 269,920,339 Recent Accounting Pronouncements In August 2020, FASB issued 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) 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, including interim periods within those fiscal years, and should
be applied on a full or modified retrospective basis, with early adoption permitted. On February 2, 2021, the date of the Company’s
inception, the Company adopted the new standard. The Company’s 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 financial statements. |
