Restatement of Previously Issued Financial Statements | Note 2 – Restatement of Previously Issued Financial Statements On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its % share (the “Waiver”) of the deferred underwriting commissions (the “Deferred Commissions”), which were payable upon completion of an initial and deposited into the trust account established in connection with the Company’s Initial Public Offering. In connection with the Waiver, the underwriter also agreed that (i) the Waiver is not intended to allocate its % portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Historically, the Company had recognized a liability upon closing of its Initial Public Offering in July 2021 for a portion of the Deferred Commissions which was contingently payable upon closing of a future Business Combination, with the offsetting entry resulting in an initial discount to the securities sold in the Initial Public Offering. In its previously issued unaudited condensed financial statements as of and for the period ended September 30, 2022 (the “Quarterly Report”), the Company recognized the Waiver as an extinguishment, with a resulting non-operating gain recognized in its statement of operations. Upon subsequent review and analysis, management concluded that the Company should have recognized the extinguishment of the contingent liability as a credit to shareholders’ deficit. Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the financial statements as of and for the period ended September 30, 2022 (the “Affected Period”) included in the Quarterly Report should no longer be relied upon and that it is appropriate to restate the financial statements included in the Quarterly Report. As such, the Company has decided to restate the financial statements included in the Quarterly Report in this Report. Impact of the Restatement The impact of the restatement on the statements of operations, statements of changes in shareholders’ deficit and statements of cash flows for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. Statements of Operations: For the three months ended September 30, 2022 (unaudited) As Previously Reported Restatement Adjustment As Restated General and administrative expenses $ 163,022 $ - $ 163,022 Loss from operations (163,022 ) - (163,022 ) Other income Gain from settlement of deferred underwriting commissions 2,616,250 (2,616,250 ) - Unrealized gain on investments held in Trust Account 661,899 - 661,899 Total other income 3,278,149 (2,616,250 ) 661,899 Net income $ 3,115,127 $ (2,616,250 ) $ 498,877 Basic and diluted weighted average shares outstanding of Class A ordinary shares 15,449,000 15,449,000 Basic and diluted net income per share, Class A ordinary share $ 0.16 $ (0.14 ) $ 0.02 Basic and diluted weighted average shares outstanding of Class B ordinary shares 3,737,500 3,737,500 Basic and diluted net income per share, Class B ordinary share $ 0.16 $ (0.14 ) $ 0.02 For the nine months ended September 30, 2022 (unaudited) As Previously Reported Restatement Adjustment As Restated General and administrative expenses $ 627,680 $ - $ 627,680 Loss from operations (627,680 ) - (627,680 ) Other income Gain from settlement of deferred underwriting commissions 2,616,250 (2,616,250 ) - Unrealized gain on investments held in Trust Account 849,701 - 849,701 Total other income 3,465,951 (2,616,250 ) 849,701 Net income $ 2,838,271 $ (2,616,250 ) $ 222,021 Basic and diluted weighted average shares outstanding of Class A ordinary shares 15,449,000 15,449,000 Basic and diluted net income per share, Class A ordinary share $ 0.15 $ (0.14 ) $ 0.01 Basic and diluted weighted average shares outstanding of Class B ordinary shares 3,737,500 3,737,500 Basic and diluted net income per share, Class B ordinary share $ 0.15 $ (0.14 ) $ 0.01 Statements of Changes in Shareholders’ Deficit: For the three months ended September 30, 2022 Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholder's Deficit Class A Class B As Previously Reported Restatement Adjustment As Restated Shares Amount Shares Amount Balance - June 30, 2022 (unaudited) 499,000 $ 50 3,737,500 $ 374 $ - $ (7,077,018 ) $ - $ (7,077,018 ) $ (7,076,594 ) Adjustment of accretion of Class A ordinary shares subject to possible redemption - - - - - (661,899 ) 2,616,250 1,954,351 1,954,351 Net income - - - - - 3,115,127 (2,616,250 ) 498,877 498,877 Balance - September 30, 2022 (unaudited) 499,000 $ 50 3,737,500 $ 374 $ - $ (4,623,790 ) $ - $ (4,623,790 ) $ (4,623,366 ) For the nine months ended September 30, 2022 Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholder's Deficit Class A Class B As Previously Reported Restatement Adjustment As Restated Shares Amount Shares Amount Balance - December 31, 2021 499,000 $ 50 3,737,500 $ 374 $ - $ (6,681,846 ) $ - $ (6,681,846 ) $ (6,681,422 ) Adjustment of accretion of Class A ordinary shares subject to possible redemption - - - - - (780,215 ) 2,616,250 1,836,035 1,836,035 Net income - - - - - 2,838,271 (2,616,250 ) 222,021 222,021 Balance - September 30, 2022 (unaudited) 499,000 $ 50 3,737,500 $ 374 $ - $ (4,623,790 ) $ - $ (4,623,790 ) $ (4,623,366 ) Statements of Cash Flows: For the nine months ended September 30, 2022 (unaudited) As Previously Reported Restatement Adjustment As Restated Cash Flows from Operating Activities: Net income $ 2,838,271 $ (2,616,250) ) $ 222,021 Adjustments to reconcile net income to net cash used in operating activities: Gain from settlement of deferred underwriting commissions (2,616,250) ) 2,616,250 - Unrealized gain on investments held in Trust Account (849,701) ) (849,701) ) Changes in operating assets and liabilities: - Prepaid expenses 211,620 211,620 Accounts payable 78 78 Accrued expenses (725) ) (725) ) Due to related party 60,000 60,000 Net cash used in operating activities (356,707) ) - (356,707) ) Net change in cash (356,707) ) - (356,707) ) Cash - beginning of the period 775,885 - 775,885 Cash - end of the period $ 419,178 $ - $ 419,178 Supplemental disclosure of noncash activities: Extinguishment of deferred underwriting commissions allocated to public shares $ - $ 2,616,250 $ 2,616,250 |