| Significant Accounting Policies | Note
2 — Significant Accounting Policies Basis
of Presentation The
accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations
of the SEC. 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. 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 the financial statements in conformity with U.S. 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 periods. 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 $ 410,799 1,369,047 no Investments
Held in Trust Account At
December 31, 2022 and 2021, the assets held in the Trust Account were held in money market mutual funds which invest in U.S. Treasury
securities. During the year ended December 31, 2022 and for the period from March 23, 2021 (inception) through December 31, 2021, the
Company did not withdraw any of the interest income from the Trust Account to pay any tax obligations. Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the federal depository insurance coverage of $ 250,000 Offering
Costs Associated with IPO The
Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—
“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance
sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A shares and the Public Warrants
based on the relative value of those instruments. Accordingly, on December 17, 2021, offering costs totaling $ 11,712,588 4,000,000 7,000,000 712,588 392,590 11,319,998 Net
Income (Loss) Per Ordinary Share The Company has two classes of shares, which
are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes
of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares
outstanding for the respective period. Net income (loss) for the period from inception to IPO was allocated fully to Class B ordinary
shares. Diluted net income (loss) per share attributable to ordinary shareholders adjust the basic net income (loss) per share attributable
to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants.
However, because the warrants are anti-dilutive, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary
share for the period presented. With respect to the accretion of Class A ordinary shares subject to
possible redemption , the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation
of the net income (loss) per ordinary share. The
following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
Schedule of earning per share
For the For the
2022 2021
Net income (loss) $ 2,040,450 $ (113,693 )
Less: Accretion of temporary equity to redemption value (2,887,145 ) (22,023,720 )
Net loss including accretion of temporary equity to redemption value $ (846,695 ) $ (22,137,413 )
For
the Year Ended December 31, 2022 For the period from
Class A Class B Class A Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) including accretion of temporary equity $ (677,356 ) $ (169,339 ) $ (17,664,473 ) $ (4,472,940 )
Deemed dividend for accretion of temporary equity to redemption value 2,887,145 - 22,023,720 -
Allocation of net income (loss) $ 2,209,789 $ (169,339 ) $ 4,359,247 $ (4,472,940 )
Denominator:
Weighted-average shares outstanding 20,000,000 5,000,000 1,012,324 6,444,872
Basic and diluted income (loss) per share $ 0.11 $ (0.03 ) $ 4.31 $ (0.69 ) Fair
Value of Financial Instruments FASB
ASC 820, “Fair value Measurement,” defines fair value as the amount that would be received to sell an asset or paid to transfer
a liability, in an orderly transaction between market participants. Fair
value measurements are classified on a three-tier hierarchy as follows:
● 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 for
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. In
many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described
above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The
fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented
in the balance sheets, primarily due to its short-term nature. Derivative
Financial Instruments The
Company accounts for derivative financial instruments as either equity-classified or liability-classified instruments based on an assessment
of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815,
Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments
pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements
for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether
the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,
among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at
the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded
that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Ordinary
Shares Subject to Possible Redemption The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if
any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, ordinary shares
are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that is considered
to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022
and 2021, 20,000,000 0.0001 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 December 17, 2021, the Company recorded an accretion of $ 22,023,720 16,335,632 5,688,088 2,887,145 Income
Taxes The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC
740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences
between the financial statement 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
major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
As of December 31, 2022, there were no no The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the period presented. Recent
Accounting Pronouncements In
August 2020, the Financial Accounting Standards Board (“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 January 1, 2022 and should be applied on a full or modified retrospective basis,
with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2022. The adoption did not
impact the Company’s financial position, results of operations or cash flows. In
May 2021, the FASB issued ASU 2021-04 to codify the consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should
account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s
ordinary shares). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause
the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the
modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance
of a new warrant. The guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact the Company’s financial
position, results of operations or cash flows. Management
does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements. |
