| 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 (“U.S.
GAAP”) for 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 U.S. GAAP have been 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 unaudited condensed financial statements include all adjustments, consisting
of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for
the periods presented. 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 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 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 unaudited condensed financial
statements in conformity with U.S. 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 unaudited condensed 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 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 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 did not have any cash equivalents
as of September 30, 2022 and December 31, 2021. Investments Held in Trust Account The assets held in the Trust Account were held
in U.S. government treasury obligations with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading
securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Earnings on these securities
is included in unrealized gain on investments held in Trust Account in the accompanying condensed statements of operations. Financial Instruments The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under Accounting Standards Codification (“ASC”) 820, “Fair Value
Measurement,” approximates the carrying amounts represented in the balance sheet. 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. U.S. 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 – 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 of 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. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure
requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss)
by the weighted average number of ordinary share outstanding during the period. The Company has not considered the effect of the warrants
sold in the Initial Public Offering and Private Placements to purchase Class A Ordinary Shares in the calculation of diluted income (loss)
per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per share
is the same as basic income (loss) per share for the periods presented. A reconciliation of the income (loss) per share
is below:
For the For the Period
Net income (loss) $ 5,080,880 $ (49,308 )
Less: Accretion of temporary equity to redemption value (25,920,122 ) —
Net income (loss) including accretion of temporary equity to redemption value $ (20,839,242 ) $ (49,308 )
For the Six Months Ended For the
Class A Class B Class B
Basic and diluted net income (loss) per share
Numerator
Allocation net income (loss) including accretion of temporary equity to redemption value $ (14,953,478 ) $ (5,885,764 ) $ (49,308 )
Deemed dividend for accretion of temporary equity to redemption value 25,920,122 — —
Allocation of net income (loss) and deemed dividend $ 10,966,644 $ (5,885,764 ) $ (49,308 )
Denominator
Weighted average shares outstanding, basic and diluted 16,934,066 5,552,198 6,250,000
Basic and diluted net income (loss) per share $ 0.65 $ (1.06 ) $ (0.01 )
For the For the
Net loss $ (438,683 ) $ (3,185 )
Less: Accretion of temporary equity to redemption value (1,101,855 ) —
Net income including accretion of temporary equity to redemption value $ (1,540,538 ) $ (3,185 )
For theThree Months Ended For the
Class A Class B Class B
Basic and diluted net income per share
Numerator
Allocation net income including accretion of
temporary to redemption value $ (1,232,430 ) $ (308,108 ) $ (3,185 )
Deemed dividend for accretion of temporary equity to redemption value 1,101,855 — —
Allocation of net income and deemed dividend $ (130,575 ) $ (308,108 ) $ (3,185 )
Denominator
Weighted average shares outstanding, basic and diluted 23,000,000 5,750,000 6,250,000
Basic and diluted net loss per share $ (0.01 ) $ (0.05 ) $ — The Company’s unaudited condensed statements
of operations include a presentation of loss per share for shares of ordinary shares subject to possible redemption in a manner similar
to the two-class method of loss per share. With respect to the accretion of the Class A Ordinary Shares subject to possible redemption
and consistent with ASC 480, “Distinguishing Liabilities from Equity,” in accordance with ASC 480-10-S99-3A, the Company has
treated the accretion to redemption value in the same manner as a dividend, to the extent the redemption value exceeds the fair value,
in the calculation of the net loss per ordinary share. 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 loss per
share is the same as basic loss per share for the periods presented. 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. 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 contains certain redemption rights that
are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A
Ordinary Shares subject to possible redemption are classified as temporary equity, outside of the shareholders’ equity section of
the Company’s balance sheets. Accordingly, as of September 30, 2022, 23,000,000 shares of Class A Ordinary Shares subject to possible
redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s
balance sheets. The Class A Ordinary Shares subject to possible
redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure
the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying
amount of the ordinary shares is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the ordinary
shares subject to possible redemption to their redemption amount (i.e., $10.30 per share) immediately as if the end of the first reporting
period after the IPO, March 14, 2022, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence
of additional paid-in capital, in accumulated deficit. For the nine months ended September 30, 2022, the Company recorded an accretion
of $25,920,122, of which $9,275,425 was recorded in additional paid-in capital and $16,644,697 was recorded in accumulated deficit. Accretion
of $1,101,855 was recorded for the three months ended September 30, 2022. At September 30, 2022, 23,000,000 ordinary shares
subject to possible redemption are presented at redemption value ($10.30) as temporary equity, outside of the shareholders’ deficit
section of the Company’s condensed balance sheets.
Gross proceeds $ 230,000,000
Less:
Class A Ordinary Shares issuance costs (13,465,157 )
Fair value of Public Warrants at issuance (4,151,500 )
Plus:
Accretion of carrying value to redemption value 24,483,533
Class A Ordinary Shares subject to possible redemption at March 31, 2022 $ 236,866,876
Remeasurement of carrying value to redemption value 334,734
Class A Ordinary Shares subject to possible redemption at June 30, 2022 $ 237,201,610
Remeasurement of carrying value to redemption value 1,101,855
Class A Ordinary Shares subject to possible redemption at September 30, 2022 $ 238,303,465 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,
“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 issuance 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 sheet
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. Derivative Warrant Liabilities The Company accounts 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 ASC 480 and 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 fair value of warrants issued in
connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model for the Public
Warrants and Private Placement Warrants. The Class A Ordinary Shares and warrants comprising
the units began separate trading on the 52nd day following the date of the IPO. Holders have the option to continue to hold units or separate
their units into the component securities. Holders will need to have their brokers contact the Company’s transfer agent in order
to separate the units into Class A Ordinary Shares and warrants. No fractional warrants will be issued upon separation of the units and
only whole warrants will trade. Accordingly, unless you purchase a multiple of two units, the number of warrants issuable to you upon
separation of the units will be rounded down to the nearest whole number of warrants. Additionally, the units will automatically separate
into their component parts and will not be traded after completion of the Initial Business Combination. Share-based Compensation The Company accounts for Founder Shares issued
to its independent directors in accordance with SEC Staff Accounting Bulletin 5T and ASC 718, “Compensation-Stock Compensation.”
The fair value of the Founder Shares issued in this arrangement was determined using the implied stock price as of the date of Initial
Public Offering of the Company’s Class A ordinary shares and the probability of the success of the Business Combination. Offering Costs Offering costs consist of legal, accounting, underwriting
and other costs incurred through the balance sheet date that are directly related to the IPO. Upon the completion of the IPO, the offering
costs were allocated using the relative fair values of the Company’s Class A Ordinary Shares and its Public Warrants and Private
Placement Warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A
Ordinary Shares were charged against the carrying value of Class A Ordinary Shares. The Company complies with the requirements of the
ASC 340-10-S99-1, “Other Assets and Deferred Costs.” Income Taxes The Company follows the asset and liability method
of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount expected to 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 only major tax jurisdiction. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021,
there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. There is currently no taxation imposed on income
by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
Consequently, income taxes are not reflected in the Company’s 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. Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage. The Company has not experienced losses on this account and management believes the Company is not exposed
to significant risks on such account. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other
Options (Subtopic 470-20) and 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 U.S. GAAP. As a result of ASU 2020 – 06, more convertible debt instruments will be accounted
for as a single liability measured at its amortized cost and more convertible preferred shares will be accounted for as a single equity
instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments
are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those
fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods
within those fiscal years. The Company is evaluating the impact of ASU 2020-06 on its financial statements. 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 accompanying condensed financial statements. |
