| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
accompanying financial statements 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. Liquidity
and Capital Resources As
of December 31, 2021, the Company had approximately $ 229,408,110
cash held in the Trust Account and $ 66,156
held outside of the Trust Account. Prior to the
completion of the Initial Public Offering, the Company’s liquidity needs has been satisfied through a payment of certain offering
costs of $ 25,000
from the Sponsor (see Note 5) for the Founder
Shares, and the loan under an unsecured promissory note from the Sponsor of $ 300,000
(see Note 5). As of December 31, 2021, the Company
has drawn $ 156,384
on the Note. Subsequent to the consummation of
the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied from the proceeds from the
Initial Public Offering and Private Placement not held in the Trust Account. During the period ended December 31, 2021, the Company has
sustained negative cash flows from operations and expects to continue to incur negative cash flows from operations for at least the next
twelve months from the filing of this report. As of December 31, 2021, these factors raised substantial doubts about the Company’s ability to continue as a going concern. The Company’s Sponsor has undertaken to fund working capital deficiencies of the Company and finance transaction costs in connection
with an initial Business Combination of the Company by means of Company working capital loans, as defined below (see Note 5). On February 22, 2022, the Company drew down and received cash proceeds of $ 2.5 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 GAAP requires 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 revenues and 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 had $ 66,156 no Cash
Held in Trust Account At
December 31, 2021, all of the assets held in the Trust Account were held in non-interest bearing cash accounts. Income
Taxes The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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, if any, as income tax expense. There were no no 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.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months. Shares
Subject to Possible Redemption The
Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability
instrument and is measured at fair value. Conditionally redeemable shares of ordinary share (including shares of ordinary share 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) is classified as temporary equity. The Company’s shares feature certain redemption
rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly,
at December 31, 2021, shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity
section of the Company’s balance sheet. As
of December 31, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table:
Scheduled of common stock subject to possible redemption
Gross Proceeds $ 229,408,110
Less:
Proceeds allocated to Public Warrants (6,236,666 )
Class A ordinary shares issuance costs (13,396,055 )
Plus:
Accretion of carrying value to redemption value 19,632,721
Class A ordinary shares subject to possible redemption $ 229,408,110 Offering
Costs Offering
costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related
to the Initial Public Offering. Offering costs amounting to $ 13,781,962 Share
Based Compensation The
transfer of the Founder Shares (see Note 5) is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation”
(“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value
upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business
Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon
occurrence of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied by the
grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders
Shares. As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no
share-based compensation expense has been recognized. The
fair value at the grant date of the 125,000 222,780 1.78 222,780 Basic
income per ordinary share is computed by dividing net income applicable to ordinary shareholders by the weighted average number of ordinary
shares outstanding during the period. Consistent with FASB 480, ordinary shares subject to possible redemption, as well as their pro
rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of income per
ordinary share for the period from March 10, 2021 (inception) to December 31, 2021. Such shares, if redeemed, only participate in their
pro rata share of trust earnings. Diluted income per share includes the incremental number of ordinary shares to be issued to settle
warrants, as calculated using the treasury method. For the period from March 10, 2021 (inception) to December 31, 2021, the Company did
not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into ordinary shares.
As a result, diluted income per ordinary share is the same as basic income per ordinary share for all periods presented. A
reconciliation of net income per ordinary share is as follows:
Scheduled of basic and diluted net loss per share
For
the December 31,
Class A Class F
Basic and diluted net income per share
Numerator:
Allocation of net income, as adjusted $ 715,305 $ 150,329
Denominator:
Basic and diluted weighted average ordinary shares outstanding 11,293,551 2,373,458
Basic and diluted net income per ordinary share $ 0.06 $ 0.06 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 Corporation coverage limit of $250,000. The Company has not experienced losses
on this account and management believes the Company is not exposed to significant risks on such account. Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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 Topic 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 grant 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. Recently
Issued Accounting Standards In
August 2020, FASB issued Accounting Standards Update (“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) (“ASU 2020-06”)
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, with early adoption permitted.
The Company is currently evaluating the impact this guidance will have on its financial statements. Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s financial statements. |
