| Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented 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. 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 statement of 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 Annual Report on Form 10-K, as filed with
the SEC for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited financial
statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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 interim periods. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which
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 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 statements with another public company that 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 financial statements in conformity with U.S. 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. Making estimates requires management to exercise significant judgment. Such estimates may be subject to
change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ 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 $201,733 and $658,747
of cash and no cash equivalents as of September 30, 2022 and December 31, 2021, respectively. Investments Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. 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 statement of operations. The estimated fair values of investments held in Trust Account are determined using
available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally
of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ partial exercise of the over-allotment option, amounted to $10,580,891 (including $1,312,500 of
underwriting fees charged on the over-allotment exercise). Of this amount, $10,030,391 was charged to reduce the carrying amount of Class
A Redeemable shares upon the completion of the IPO and $550,500 was expensed due to allocating certain offering costs to the warrant
liability. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and
Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant
risks on such account. 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. 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”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements
of operations. Derivative assets and 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. 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. FASB ASC 740, “Income Taxes”, 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. There were no unrecognized tax benefits as of September 30, 2022 or December 31, 2021. The Company’s management determined that the Cayman Islands is the
Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major
taxing authorities since inception. There is currently no taxation imposed 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. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and
is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. 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. Shares of Class A
ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features 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) is classified as temporary equity. At all other times, Class A ordinary shares is classified
as shareholders’ equity. The Company’s Class A ordinary shares features 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
and December 31, 2021, 14,375,000 shares of Class A ordinary shares subject to possible redemption is presented as temporary equity,
outside of the shareholders’ deficit 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 Class A 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. At September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled
in the following table:
Gross proceeds
$
143,750,000
Less:
Proceeds allocated to Public Warrants
(6,842,500
)
Class A ordinary shares issuance costs
(10,030,391
)
Plus: Accretion of carrying value to redemption value
19,747,891
Class A ordinary shares subject to possible redemption as of December 31 2021
$
146,625,000
Plus: Remeasurement of Class A ordinary shares to redemption value
17,509
Class A ordinary shares subject to possible redemption, as of March 31, 2022
$
146,642,509
Plus: Remeasurement of Class A ordinary shares to redemption value
197,982
Class A ordinary shares subject to possible redemption, as of June 30, 2022
$
146,840,491
Plus: Remeasurement of Class A ordinary shares to redemption value
661,817
Class A ordinary shares subject to possible redemption, as of September 30 2022
$
147,502,308 Net Income per ordinary Share The Company has two classes of
shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 13,287,500
Ordinary shares at $11.50 per share were issued on October 18, 2021. At September 30, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 13,287,500
potential shares of Class A ordinary shares for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended September 30, 2022 because they are
contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary shares is the same as basic net income per ordinary shares for the period. The table below presents a reconciliation of the
numerator and denominator used to compute basic and diluted net income per share for each class of share. For the three months ended September 30, 2022:
Net income
$
2,995,365
Less: Accretion of temporary equity to redemption value
(661,817
)
Net income excluding accretion of temporary equity to redemption
$
2,333,548
Class A
Class B
Total
Total number of shares
14,375,000
5,031,250
19,406,250
Ownership percentage
74
%
26
%
Total income allocated
$
2,218,789
$
776,576
$
2,995,365
Less: Accretion allocated based on ownership percentage
(490,235
)
(171,582
)
(661,817
)
Plus: Accretion applicable to Class A redeemable shares
661,817
—
661,817
Total income by class
$
2,390,371
$
604,994
$
2,995,365
Weighted Average Shares outstanding
14,375,000
5,031,250
19,406,250
Income per share
$
0.17
$
0.12 For the nine months ended September 30, 2022:
Net income
$
5,805,030
Less: Accretion of temporary equity to redemption value
(874,579
)
Net income excluding accretion of temporary equity to redemption
$
4,930,451
Class A
Class B
Total
Total number of shares
14,375,000
5,031,250
19,406,250
Ownership percentage
74
%
26
%
Total income allocated
$
4,300,022
$
1,505,008
$
5,805,030
Less: Accretion allocated based on ownership percentage
(647,836
)
(226,743
)
(874,579
)
Plus: Accretion applicable to Class A redeemable shares
874,579
—
874,579
Total income by class
$
4,526,765
$
1,278,265
$
5,805,030
Weighted Average Shares outstanding
14,375,000
5,031,250
19,406,250
Income per share
$
0.31
$
0.25 For the three months ended September 30, 2021:
Net loss
$
(27,654
)
Less: Accretion of temporary equity to redemption value
—
Net loss excluding accretion of temporary equity to redemption
$
(27,654
)
Class A
Class B
Total
Total number of shares
—
4,375,000
4,375,000
Ownership percentage
0
%
100
%
Total loss allocated
$
—
$
(27,654
)
$
(27,654
)
Less: Accretion allocated based on ownership percentage
—
—
—
Plus: Accretion applicable to Class A redeemable shares
—
—
—
Total loss by class
$
—
$
(27,654
)
$
(27,654
)
Weighted Average Shares outstanding
—
4,375,000
4,375,000
Loss per share
$
—
$
(0.00
) For the period from March 29, 2021 (inception) through September 30, 2021:
Net loss
$
(35,135
)
Less: Accretion of temporary equity to redemption value
—
Net loss excluding accretion of temporary equity to redemption
$
(35,135
)
Class A
Class B
Total
Total number of shares
—
4,375,000
4,375,000
Ownership percentage
0
%
100
%
Total loss allocated
$
—
$
(35,135
)
$
(35,135
)
Less: Accretion allocated based on ownership percentage
—
—
—
Plus: Accretion applicable to Class A redeemable shares
—
—
—
Total loss by class
$
—
$
(35,135
)
$
(35,135
)
Weighted Average Shares outstanding
—
4,375,000
4,375,000
Loss per share
$
—
$
(0.00
) Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders
could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of
warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for liability
accounting treatment. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would
have a material effect on the Company’s financial statement |
