| Summary of Significant Accounting Policies | Note 2 – Summary of Significant
Accounting Policies Basis of Presentation The accompanying financial statement of the Company
are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited financial statements should be
read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Annual Report
for the year ended December 31, 2021, which are included in Form 10-K filed on March 30, 2022. Emerging Growth Company The Company is an emerging growth company as defined
by Section 2(a) of 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 no limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosures obligations regarding executive compensation in
its periodic reports and proxy statements, and exceptions from the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payment 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 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 statement 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 statement 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 statement and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates. 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. The initial valuation of the public warrants and private warrants (as defined in Note 7) and ordinary
shares subject to redemption required management to exercise significant judgement in its estimates. 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 $ 175,666 387,858 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 coverage of $ 250,000 Marketable Securities Held in Trust Account The Company’s investments held in the Trust
Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting
period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned
on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments
held in Trust Account are determined using available market information. The Company had $ 115,173,461 115,000,744 Offering Costs Associated with the Initial
Public Offering Offering costs consist of underwriting, legal,
accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of December 15,
2021, offering costs amounted to $ 5,669,696 2,300,000 2,875,000 494,696 Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject
to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured
at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
is classified as temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. The Company’s
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, ordinary shares subject to possible redemption are presented at redemption value as temporary
equity, outside of the stockholders’ equity section of the Company’s balance sheet. All of the 11,500,000 11,500,000 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 if additional paid in capital equals to zero. Fair Value of Financial Instruments The fair value of the Company’s assets and
liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to the short-term nature. Net Income (Loss) per Share The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” In order to determine the net income (loss) attributable to both
the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable
shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The
Company then allocated the undistributed income (loss) rateably based on the weighted average number of shares outstanding between the
redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible
redemption was considered to be dividends paid to the public stockholders. The calculation of diluted income (loss) per ordinary
shares does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, 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 5,915,000 The net income (loss) per share presented in the
statement of operations is based on the following:
Schedule of statement of operations
For the Three Months Ended June 30, For the Three Months Ended June 30,
For the Six Months Ended June 30, For the
Net Loss $ (15,320 ) $ (11,050 ) $ (194,799 ) $ (11,050 )
Remeasurement to redemption value $ (172,717 ) - $ (172,717 ) -
Net loss including accretion of temporary equity to redemption value $ (188,037 ) - $ (367,516 ) -
Schedule of earning per share basic and diluted
For the Three For the Three For the Six For the
Non- Redeemable Non- Redeemable Non- Redeemable Non- Redeemable
Basic and Diluted net income (loss) per share:
Numerators:
Allocation of net losses $ (40,983 ) $ (147,054 ) $ (11,050 ) $ - $ (80,101 ) $ (287,415 ) $ (11,050 ) $ -
Accretion of temporary equity $ - $ 172,171 $ - $ - $ - $ 172,717 $ - $ -
Allocation of net income (loss) $ (40,983 ) $ 25,663 $ (11,050 ) $ - $ (80,101 ) $ (114,698 ) $ (11,050 ) $ -
Denominators:
Weighted-average shares outstanding 3,205,000 11,500,000 2,875,000 - 3,205,000 11,500,000 2,875,000 -
Basic and diluted net income (loss) per share $ (0.01 ) $ 0.00 $ (0.00 ) $ - $ (0.02 ) $ (0.01 ) $ (0.00 ) $ - Income Taxes The Company accounts for income taxes under ASC
740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit
to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when
it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position 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. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company
has identified the Cayman Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation,
it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement.
Since the Company was incorporated on March 11, 2021, the evaluation was performed for the period ended June 30, 2022 which will be the
only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and
does not anticipate any adjustments that would result in material changes to its financial position. The Company’s policy for recording
interest and penalties associated with audits is to record such items as a component of income tax expense. The provision for income taxes was deemed to be
immaterial for six months ended June 30, 2022 and for the period end from March 11, 2021 to June 30, 2021. Warrants The Company evaluates the Public and Private Warrants
as either equity-classified or liability-classified instruments based on an assessment of the warrants’ 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. Pursuant to such
evaluation, both Public and Private Warrants are classified in stockholders’ equity. 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 on January 1, 2022 and should be applied on a full or modified retrospective
basis, with early adoption permitted beginning on January 1, 2021. As of June 30, 2022, management does not believe that any recently
effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
