| Summary of Significant Accounting Policies | Note 2 —
Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) for information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and
Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared
in accordance with U.S. GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting
of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows
for the periods presented. 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 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 an emerging
growth 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 an 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 that is either not an emerging growth
company or an emerging growth company that 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 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 March 31, 2023 and December 31, 2022. 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed
to significant risks on such accounts. Marketable Securities
Held in Trust Account The Company’s portfolio of investments held in the Trust Account
are comprised solely of U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Marketable securities
are presented on the balance sheet at fair value at the end of the reporting period. Dividends and interest from the marketable securities
held in Trust Account are recognized on an accrual basis. Accrued dividends and interest are recorded as part of marketable securities
held in Trust Account on the balance sheets. Dividends and interest earned on marketable securities are included in dividends and interest
on marketable securities held in Trust Account on the condensed statements of operations. As of March 31, 2023 and December 31, 2022, substantially all of the
assets held in the Trust Account were held in U.S. Treasury Bills and money market funds which invest in U.S. Treasury securities. The
fair value for these securities is determined using quoted market prices in active markets. Fair Value Measurements Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. U.S. 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 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 some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value of Financial Instruments As of March 31, 2023 and December 31, 2022, the
carrying values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the ASC 820, “Fair
Value Measurement,” approximate the fair values represented in the balance sheet due to the short term nature of these balances. Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary
shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Class
A ordinary shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with
the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles
of association. In accordance with ASC 480-10-S99, Distinguishing Liabilities from Equity, redemption provisions not solely within the
control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class
A ordinary shares have been classified outside of permanent equity. 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. The Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from
the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The reconciliation of
Class A ordinary shares subject to possible redemption as of March 31, 2023 and December 31, 2022 is as follows:
Class A ordinary shares subject to possible redemption at December 31, 2021 $ 305,997,960
Remeasurement of carrying value to redemption value 3,877,027
Class A ordinary shares subject to possible redemption at December 31, 2022 $ 309,874,987
Remeasurement of carrying value to redemption value 2,833,886
Class A ordinary shares subject to possible redemption at March 31, 2023 $ 312,708,873 Net Income (Loss) Per Ordinary Share The Company complies
with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed
by dividing net income (loss) by the weighted average number of ordinary share outstanding during the period. The Company has two classes
of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings are
shared pro rata between the two classes of shares as long as an Initial Business Combination is consummated. Accretion associated with
the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As a result,
diluted net income (loss) per share is the same as basic income (loss) per share for the period presented.
For The For The
Net income $ 1,190,762 $ 5,601,454
Accretion of temporary equity in excess of fair value (2,833,886 ) (17,040 )
Net income (loss) including accretion of temporary equity in excess of fair value $ (1,643,124 ) $ 5,584,414
For The Three Months Ended For The Three Months Ended
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 in excess of fair value $ (1,314,499 ) $ (328,625 ) $ 4,467,531 $ 1,116,883
Deemed dividend for accretion of temporary equity in excess of fair value Class A ordinary shares 2,833,886 - 17,040 -
Allocation of net income (loss) and deemed dividend $ 1,519,387 $ (328,625 ) $ 4,484,571 $ 1,116,883
Denominator
Weighted average shares outstanding, basic and diluted 29,999,800 7,499,950 29,999,800 7,499,950
Basic and diluted net income (loss) per share $ 0.05 $ (0.04 ) $ 0.15 $ 0.15 The Company has two classes of ordinary shares,
which are referred to as Class A ordinary shares and Class B ordinary shares. The Company’s unaudited condensed statements of operations
include a presentation of net income (loss) per share. With respect to the accretion of Class A ordinary shares subject to possible redemption
and consistent with ASC 480-10-S99-3A, the Company has elected to treat only the portion of the accretion that reflects a redemption in
excess of fair value in the same manner as dividends in the calculation of net income (loss) per ordinary share. Derivative Warrant Liabilities The Company does not use derivative instruments
to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments,
including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features
that qualify as embedded derivatives, pursuant to ASC 480-10-35-5, “all other financial instruments recognized under the guidance
in Section 480-10-25 shall be measured subsequently at fair value with changes in fair value recognized in earnings, unless either this
Subtopic or another Subtopic specifies another measurement attribute” and ASC 815-15, “Derivatives and Hedging.” The
classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed
at the end of each reporting period. All of the Company’s outstanding warrants
are recognized as derivative liabilities in accordance with ASC 815-40, “Derivatives and Hedging.” Accordingly, we recognize
the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities
are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our unaudited
condensed statements of operations. The fair value of warrants issued in connection with the Initial Public Offering were initially measured
at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. The fair value of Public Warrants
were subsequently measured based on the listed market price of such warrants, a Level 1 measurement, since February 4, 2022. The Private
Warrants were subsequently measured by reference to the fair value of the Public Warrants, as such a Level 2 measurement. The fair value of warrants issued in connection
with the IPO and the private placement warrants was initially measured at fair value by an independent valuation consultant using a market-based
approach of comparable blank check company warrant pricing. At March 31, 2023 and December 31, 2022, the fair value of the public warrants
was based on observable closing market price for such warrants, and value of the private warrants was fair valued based on the pricing
of the public warrants. Income Taxes ASC 740, “Income Taxes” 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. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that
the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2023
and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 unaudited condensed 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. United States (“U.S.”) taxation would
occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment
company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company
is not expected to be treated as engaged in a U.S. trade or business at this time. Stock-Based Compensation The Company adopted ASC 718, “Compensation—Stock Compensation”,
guidance to account for its stock-based compensation. It defines a fair value-based method of accounting for an employee share option
or similar equity instrument. The Company recognizes all forms of stock-based payments at their fair value on the grant date, which are
based on the estimated number of awards that are ultimately expected to vest. Grants of stock-based payment awards issued to nonemployees
for services rendered have been recorded at the fair value of the stock-based payment, which is the more readily determinable value. The
grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is
granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination
of service. Stock-based compensation expenses are included in operating expenses in the unaudited condensed statements of operations. Recent Accounting Pronouncements The Company’s 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 unaudited condensed financial statement. |
