| 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 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 JOBS
Act 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. One of the more significant accounting estimates
included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject
to change as more current information becomes available. 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 $ 124,237 750,562 Marketable
Securities Held in Trust Account Following
the closing of the IPO on October 29, 2021, an amount of $ 234,600,000 Offering
Costs Associated with IPO Offering
costs consisted of legal, accounting and other expenses incurred through the IPO that were directly related to the IPO. Offering costs
were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds
received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated
with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption
upon the completion of the IPO. Accordingly, on October 29, 2021, offering costs totaled $ 21,140,038 3,850,000 8,800,000 7,748,431 741,607 1,365,245 19,774,793 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. Warrant
Liabilities The Company accounts for the warrants as either
equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative
guidance in ASC 480, Distinguishing Liabilities from Equity (“ ASC 480 For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the statements of operations. See Note 9 for valuation methodology
of warrants. 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” (“ ASC 820 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. 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 (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
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. Class
A ordinary shares Subject to Possible Redemption The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in ASC 480. 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 Class A 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 December 31, 2022 and
2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’
deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value
at the end of each reporting period 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 October 29, 2021, the Company recorded a remeasurement of $ 35,299,793 7,612,755 27,687,038 As of December 31, 2022 and 2021, the Class A
ordinary shares, classified as temporary equity in the balance sheets, are reconciled in the following table:
Temporary equity balance sheet
Gross proceeds from initial public offering $ 230,000,000
Less:
Proceeds allocated to public warrants (10,925,000 )
Offering costs allocated to Class A ordinary shares subject to possible redemption (19,774,793 )
Plus:
Re-measurement on Class A ordinary shares subject to possible redemption amount 35,299,793
Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000
Plus:
Re-measurement of carrying value to redemption value 3,387,827
Class A ordinary shares subject to possible redemption, December 31, 2022 $ 237,987,827 Income
Taxes The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ ASC
740 FASB
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 recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no no The
Company is considered an exempted Cayman Islands company 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. Net
Income Per Ordinary Share The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per
ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The
Company has two classes of ordinary 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 ordinary shares. Accretion associated with the redeemable Class A ordinary
shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per
share does not consider the effect of the warrants issued in connection with the (i) IPO and (ii) the private placement since the
exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 22,250,000 The
following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
Schedule of Earnings Per Share, Basic and Diluted
For the Year Ended For the
Class A Class B Class A Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted $ 8,996,273 $ 2,249,068 $ 4,544,373 $ 4,099,815
Denominator:
Basic and diluted weighted average ordinary shares outstanding 23,000,000 5,750,000 5,772,549 5,207,843
Basic and diluted net income (loss) per ordinary share $ 0.39 $ 0.39 $ 0.79 $ 0.79 Deferred
Legal Fee The Company incurred $ 1,164,402 212,983 1,377,385 212,983 Related
Parties Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence. 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 the Federal Depository Insurance Coverage of $ 250,000 Recent
Accounting Standards In
August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an
Entity’s Own Equity” (“ ASU 2020-06 In
June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual
Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity
security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that
are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value.
The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, including interim periods
within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2022-03 would
have on its financial position, results of operations or cash flows. Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements. |
