| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements are presented in conformity with accounting principles generally accepted in the
United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial
information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial states and notes thereto included in the Annual Report on Form 10-K filed by the Company
with the SEC on April 22, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial
position as of September 30, 2022 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three months ended September 30, 2022 are not necessarily indicative of the results to be expected
for the full year ending December 31, 2022. Emerging Growth Company The Company
is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 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 did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities held in Trust Account The Company’s portfolio of marketable securities held in the Trust Account are 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 180 days or less, classified as trading securities. Trading securities 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 and interest and dividends is included in earnings and gains on marketable securities held in Trust Account, in the accompanying Statement of Operations. Offering Costs associated with an Initial Public Offering Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering in proportion to the amount of proceeds allocated to such
instruments. Upon completion of the Initial Public Offering, offering costs associated with warrant liabilities are expensed as incurred. Offering costs of $732,238 consisted principally of costs incurred in connection with preparation for the Initial Public Offering. These offering costs, together with the underwriter fees of $18,975,000 were allocated between temporary equity and the Public Warrants. Total offering costs were $33,997,132 which included the fair value of the anchor shares issued of $14,289,894
and the underwriting costs of $18,975,000 and other offering costs of $732,238. Of these costs, $1,338,187 were allocated to the
warrants and were expensed upon completion of the Initial Public Offering. Class A Ordinary Shares subject to Possible Redemption The Company’s Class A ordinary shares contain certain redemption rights that are considered by the Company 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, the Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s
condensed balance sheets. 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. Such changes are reflected in additional paid-in-capital, or in the absence of additional capital, in accumulated deficit. On September 30, 2022 and December 31, 2021, the Company recorded an accretion of approximately
$2.1 million and $43.9
million, respectively. At September 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed balance sheets is reconciled in the following table:
Gross proceeds
$
345,000,000
Less:
Issuance costs allocated to Class A ordinary shares
(32,658,945
)
Proceeds allocated to Public Warrants
(11,212,500
)
(43,871,445
)
Plus:
Remeasurement adjustment of carrying value to redemption value
43,902,292
Balance, December 31, 2021
$
345,030,847
Remeasurement adjustment of carrying value to redemption value
2,069,911
Balance, September 30, 2022
$
347,100,758 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes. 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 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 and 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. 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 financial statements. Net income (loss) per share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period.
The Company applies the two-class method in calculating earnings and losses per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income (loss) per ordinary share of does not consider the
effect of the warrants issued in connection with the (i) Public Offering and (ii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings and losses per ordinary share is the same as
basic earnings and losses per ordinary share for the periods presented. The warrants are exercisable to purchase 26,150,000 Class A
ordinary shares in the aggregate. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the three months ended September 30,
2022:
For the Three Months Ended
September 30, 2022
Net income
$
3,089,083
Accretion of temporary equity to redemption value
(1,624,641
)
Net income including accretion of temporary equity to redemption value
$
1,464,442
For the Three Months Ended
September 30, 2022
Redeemable
Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net income including accretion of temporary equity
$
1,171,553
$
292,889
Allocation of accretion of temporary equity to redeemable shares
1,624,641
—
Allocation of net income
$
2,796,194
$
292,889
Denominator:
Weighted-average shares outstanding
34,500,000
8,625,000
Basic and diluted net income per ordinary share
$
0.08
$
0.03
The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share
amounts) for the three months ended September 30, 2021:
For the Three Months Ended September 30, 2021
Numerator: Net loss
$
(5,000
)
Denominator: Basic and diluted weighted average Class B ordinary shares outstanding
7,500,000
Basic and diluted net loss per share, Class B ordinary shares
(0.00
) The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share
amounts) for the nine months ended September 30, 2022:
For the Nine Months Ended September 30, 2022
Net income
$
11,718,623
Accretion of temporary equity to redemption value
(2,069,911
)
Net income including accretion of temporary equity to redemption value
$
9,648,712
For the Nine Months Ended
September 30, 2022
Redeemable
Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net income including accretion of temporary equity
$
7,718,969
$
1,929,743
Allocation of accretion of temporary equity to redeemable shares
2,069,911
-
Allocation of net income
$
9,788,880
$
1,929,743
Denominator:
Weighted-average shares outstanding
34,500,000
8,625,000
Basic and diluted net income per ordinary share
$
0.28
$
0.22 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the period from March 3, 2021
(inception) through September 30, 2021:
For the Period From March 3, 2021 (inception) Through September 30, 2021
Numerator: Net loss
(16,043
)
Denominator: Basic and diluted weighted average Class B ordinary shares outstanding
7,500,000
Basic and diluted net loss per share, Class B ordinary shares
(0.00 ) 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 federally insured limits. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account. The Company places its cash with major banks and monitors the
credit ratings of such banks. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an
orderly transaction between market participants at the measurement date. US 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 or 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. The fair value of the Company’s financial assets and liabilities, except for warrant liabilities, approximates the carrying amounts represented in the balance sheets,
primarily due to their short-term nature (see Note 9). Warrant Liabilities The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in
accordance with the guidance contained in FASB ASC Topic 815, “ Derivatives and Hedging Share-based Compensation Expense Share-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent
a share-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is
deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Standards In August 2020, the 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) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” 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. |
