| 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 (“GAAP”) for financial information and pursuant to the 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 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 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 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 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 $ 761,605 no Cash Held in Trust Account At December 31, 2021, the
Company has $ 321,015,932 Net (Loss)/income Per Ordinary Share The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per 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 (loss)/income per ordinary share is calculated by dividing the net (loss)/income by the weighted
average of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection
with the Initial Public Offering and the Private Placement in the calculation of diluted (loss)/income per share because their exercise
is contingent upon future events and since their inclusion would be antidilutive under the treasury stock method. The following table reflects presents
a reconciliation of the numerator and denominator used to compute basic and diluted net (loss)/income per share for each class of ordinary
shares:
Schedule of basic and diluted net (loss)/income per share
For the Period from April 26, 2021 (inception)
to December 31, 2021
Class B share outstanding 7,906,250
Class A shares Issued upon IPO 31,625,000
Proceeds allocated to Class A $ 316,250,000
Class A redemption amount $ 320,993,750
EPS
Net (loss)/income $ (915,705 )
Class A accretion to redemption amount $ (4,743,750 )
Net (loss)/ income available to shareholders $ (5,659,455 )
Two Class Method
Class A Class B
Allocation of Net (loss)/income available to shareholders $ (4,527,564 ) $ (1,131,891 )
Accretion of Class A to redemption value $ 4,743,750
Net (loss)/income $ 216,186 $ (1,131,891 )
Weighted Average Shares outstanding 9,271,586 7,906,250
EPS $ 0.02 $ (0.14 ) 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 statement 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 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, if any, as income tax
expense. There were no unrecognized tax benefits and 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 . Warrants The Company accounts for warrants
as either equity-classified or liability-classified instruments based on an assessment of the warrant’s 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 warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether
the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which
requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end
date while the warrants are outstanding. 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. 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. 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 Class A Ordinary Shares Subject to Possible Redemption All of the 31,625,000 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. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges
against additional paid in capital and accumulated deficit. 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”) approximates
the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies 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. 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. The
investment in Trust account is measured at Level 1 because the amount is invested in US Treasury securities. Offering Costs Associated with the Initial
Public Offering The Company complies with the requirements of the Accounting Standards
Codification (“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 and were charged to shareholders’ equity upon the completion of the IPO. Offering costs that were charged to stockholders’
equity upon the completion of the IPO amounted to $ 18,158,033 17,393,750 764,283 Recently Issued Accounting Standards 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 is currently assessing the impact, if any, that ASU 2020-06 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 pronouncements, if currently adopted, would have a material effect on
the Company’s financial statements. |
