| 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 (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed 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 complete 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 presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on
October 22, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on November 2, 2021 and the Company’s
Annual Report filed on Form 10-K as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September
30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. 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 auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, and exemptions from the requirements of holding a non-binding 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 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 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 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 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 not have any cash equivalents
as of September 30, 2022 and December 31, 2021. The amount held in the Trust Account is comprised of investments in U.S. Treasury Bills.
The Company accounts for its securities held in the trust account in accordance with the guidance in ASC Topic 320 “Debt and Equity
Securities” (“ASC Topic 320”). These securities are classified as trading securities with unrealized gains/losses recognized
through net income. Offering Costs 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 Initial
Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of
the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion
of the Initial Public Offering. Accordingly, on October 25, 2021, offering costs totaling $16,408,042 (consisting of $3,450,000 of underwriting
fees, $6,037,500 of deferred underwriting fees, $6,335,214 excess fair value of Founder Shares and $585,328 of actual offering costs,
with $1,073,648 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $15,334,394
included in additional paid-in capital. Income Taxes The Company follows the asset and liability method
of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial statements 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. 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. 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. 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 Public Warrants and
Private Placement Warrants exercisable for the Company’s ordinary shares that are not indexed to its own shares as liabilities at
fair value on the balance sheet. The Public Warrants and Private Placement Warrants are subject to re-measurement at each balance sheet
date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company
will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Public Warrants
and Private Placement Warrants. At that time, the portion of the warrant liability related to the Public Warrants and Private Placement
Warrants will be reclassified to additional paid-in capital. 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 September 30, 2022,
Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’
equity section of the Company’s balance sheet. 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 October 25, 2021, the Company recorded an accretion of $26,568,841, $6,595,054 of which was recorded in additional paid-in capital
and $19,973,787 was recorded in accumulated deficit. Class A ordinary shares subject to possible redemption
is calculated as follows:
Class A ordinary shares subject to redemption, at redemption value as of December 31, 2021 175,950,000
Remeasurement of Class A ordinary shares to redemption value 752,475
Class A ordinary shares subject to redemption, at redemption value as of September 30, 2022 $ 176,702,475 Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed
by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject
to possible redemption at September 30, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded
from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of
the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of
diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such
warrants would be anti-dilutive. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for
the periods presented. The Company’s statement of operations includes
a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two
classes of shares in calculating net earnings (loss) per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net
income (loss) per ordinary share is calculated by dividing the net loss by the weighted average number of Class A ordinary shares subject
to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net earnings (loss) per share
is calculated by dividing the net loss by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period.
Non-redeemable Class B ordinary shares include the Founder Shares as these shares do not have any redemption features and do not participate
in the income earned on the Trust Account. As of September 30, 2022, the Company did not have any dilutive securities or other contracts
that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net
loss per ordinary share (in dollars, except per share amounts):
For the For the
Three Months Nine Months
Ended Ended
September 30, September 30,
2022 2022
Class A ordinary shares subject to possible redemption
Numerator: Income attributable to Class A ordinary shares subject to possible redemption
Net income $ 662,094 $ 5,767,774
Net income attributable to Class A ordinary shares subject to possible redemption $ 662,094 $ 5,767,774
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 17,250,000 17,250,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.04 $ 0.33
Non-Redeemable Class B ordinary shares
Numerator: Net income
Net income $ 165,523 $ 1,441,943
Non-redeemable net income $ 165,523 $ 1,441,943
Denominator: Weighted average non-redeemable Class B ordinary shares
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 4,312,500 4,312,500
Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.04 $ 0.33
For the
Period From
For the April 27, 2021
Three Months (inception)
Ended through
September 30, September 30,
2021 2021
Class A ordinary shares subject to possible redemption
Numerator: Income attributable to Class A ordinary shares subject to possible redemption
Net income $ — $ —
Net income attributable to Class A ordinary shares subject to possible redemption $ — $ —
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption — —
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — $ —
Non-Redeemable Class B ordinary shares
Numerator: Net loss
Net loss $ (7,560 ) $ (15,359 )
Non-redeemable net loss $ (7,560 ) $ (15,359 )
Denominator: Weighted average non-redeemable Class B ordinary shares
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 3,750,000 3,750,000
Basic and diluted net loss per share, non-redeemable Class B ordinary shares $ (0.00 ) $ (0.00 ) 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. The Company had not 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 Topic 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the Company’s balance sheet, primarily due to their short-term nature. 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”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception
and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 and was effective
on January 1, 2022. The Company has assessed the impact, if any, that ASU 2020-06 would have on its financial position, results of operations
or cash flows and determined that there is no impact as of September 30, 2022. 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. |
