| Summary of Significant Accounting Policies | Note
2 Summary of Significant Accounting Policies Basis
of Presentation The
accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in
the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying
unaudited financial statements as of September 30, 2021 and for the period from April 20, 2021 (inception) through September 30,
2021 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation
S-X. In the opinion of management of the Company, all adjustments (consisting of normal accruals) considered for a fair presentation
have been included. Operating results for the period from April 20, 2021 (inception) through September 30, 2021 are
not necessarily indicative of the results that may be expected for the period ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on November 4, 2021 and October 28, 2021, respectively. Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended
(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. 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 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 the financial statements in conformity with GAAP requires the Company’s 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 did no Deferred
Offering Costs The
Company complies with the requirements of the FASB ASC 340-10-S99-1 and Securities and Exchange Commission (the “SEC”) Staff
Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs at September 30, 2021 of $ 466,009 ,
consist of costs that are directly related to the Initial Public Offering. The Company has concluded that a portion of the transaction
costs which directly relate to the Initial Public Offering and Private Placement should be allocated to the warrants upon their issuance,
based on their relative fair value against total proceeds and recognized as transaction costs in the statement of operations. The remaining
costs were charged to temporary shareholder’s equity upon completion of the Initial Public Offering. Net
Loss Per Ordinary Share Net
loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture, plus, to the extent dilutive,
the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. Weighted average
ordinary shares were reduced for the effect of an aggregate of 750,000 Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing
such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2021, the Company has no
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 820, “Fair
Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The
Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value
and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price
that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market
in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820
generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and
are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the
entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants
would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The
valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level
of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level
1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement
are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level
2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar
underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable
at commonly quoted intervals. Level
3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when
little or no market data exists for the assets or liabilities. 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. The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon
the closing of the Initial Public Offering. Accordingly, upon consummating the Initial Public Offering on October 29, 2021, the
Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from
the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement
at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change
in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each
balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as
of the date of the event that causes the reclassification. Income
Taxes The
Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).
Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized
for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the
financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax
rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized. ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statement
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized
in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50%
likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant
facts. 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. 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 statement.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over
the next twelve months. Recent
Accounting Pronouncements In
August 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other
equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off
between simplifications in the accounting model (no separation of an “equity” component to impute a market interest
rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of
the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private
companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers
of convertible debt and convertible preferred shares. Also, certain specific requirements to achieve equity classification and/or
qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding
instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC
filers (except for Smaller Reporting Companies) for fiscal years beginning after December 15, 2021 and interim periods within
that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning
after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company
is currently reviewing the newly issued standard and does not believe it will materially impact the Company. |
