| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
unaudited condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations
of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements
prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations. The information furnished
in the condensed financial statements include all adjustments (consisting of only normal, recurring adjustments), considered
necessary to present fairly the results of operations, financial position and cash flows of the Company. These financial statements should
be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The operating
results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full
year. Liquidity,
Capital Resources and Going Concern As
of June 30, 2022 and December 31, 2021, the Company held $ 229,408,110
of cash in the Trust Account; in addition, the
Company held cash outside of the Trust Account of $ 2,281,197
and $ 66,156 ,
respectively. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through
the payment of certain offering costs of $ 25,000
from the Sponsor for the Founder Shares, and
an unsecured promissory note from the Sponsor of $ 300,000
(see Note 5). 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 received
cash proceeds of $ 2.5 million
from a draw under the Working Capital Loan arrangement with the Sponsor. In connection with the Company's
assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”)
Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as
a Going Concern.” The Company has until August 6, 2023, 24 months from the closing of the IPO, to consummate a Business Combination.
It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination
is not consummated by August 6, 2023 and the Company decides not to extend the period of time to consummate a Business Combination, there
will be a mandatory liquidation and subsequent dissolution. The Company’s date for
mandatory liquidation and subsequent dissolution raise substantial doubt about the Company's ability to continue as a going concern one
year from the date that these condensed financial statements are issued. These condensed financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern. Emerging
Growth Company The
Company is an “Emerging Growth Company,” (“EGC”) 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 EGC’s 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 an EGC 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 EGC, 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 EGC nor an EGC
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 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 $ 2,281,197 66,156 no Cash
held in Trust Account At
June 30, 2022 and 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 statements 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 Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”. Class A ordinary shares subject to mandatory
redemption are classified as a liability instrument and are measured at fair value. 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 ordinary 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 both June 30,
2022 and December 31, 2021, 22,940,811 As
of June 30, 2022 and December 31, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table:
Schedule 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 )
Add:
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 June 30, 2022, 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 (loss) applicable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period. Consistent with ASC Topic 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 (loss) per ordinary share for the three and six months ended June 30, 2022 and for three months
ended June 30, 2021 and the period from March 10, 2021 (inception) to June 30, 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 three and six months ended June 30, 2022 and
the three months ended June 30, 2021 and the period from March 10, 2021 (inception) to June 30, 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 (loss) per ordinary share is as follows:
Scheduled of basi
and diluted net loss per share
For the For the For the For the
Class A Class F Class A Class F Class A Class F Class A Class F
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted $ 1,201,786 $ 133,532 $ - $ - $ 3,407,049 $ 378,561 $ - $ (5,000 )
Denominator:
Basic and diluted weighted average shares outstanding 22,940,811 2,548,979 - 2,222,222 22,940,811 2,548,979 - 2,222,222
Basic and diluted net income (loss) per common stock $ 0.05 $ 0.05 $ — $ (0.00 ) $ 0.15 $ 0.15 $ — $ (0.00 ) 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 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 other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on our financial statements. |
