| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) 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”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission
(the “SEC”). The
accompanying unaudited financial statements as of June 30, 2022, and for the period from January 1, 2022 through June 30, 2022
have been prepared in accordance with U.S. GAAP for interim financial information and Article 10 of Regulation S-X. In the opinion of
management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results
for the period from January 1, 2022 through June 30, 2022 are not necessarily indicative of the results that may be expected for
the period ending December 31, 2022, or any future period. The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto
included in the final prospectus filed by the Company with the SEC on April 29, 2022. Cash and
cash equivalents The
Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. As of June 30,
2022 and December 31, 2021, the Company had a cash balance of $299,401 and $0 in its working capital account, respectively. Cash
and cash equivalents in Trust Account Upon
the closing of the IPO and private placement, $79,931,250 was placed into a trust account (the “Trust Account”) with J.P.
Morgan Asset Management. The
funds held in the trust account can be invested in United States government treasury bills, notes or bonds having a maturity of 185 days
or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act until
the earlier of the consummation of its first business combination and the Company’s failure to consummate a business combination
within 12 months (or 18 months as applicable) from the consummation of the IPO. The
Company’s cash and cash equivalents held in the Trust Account are classified as cash equivalents. Gains and losses resulting from
the change in the balance of the cash and cash equivalents held in Trust Account are included in dividend income on trust account in
the accompanying statements of operations. Dividend income earned is fully reinvested into the cash and cash equivalents held in Trust
Account and therefore considered as an adjustment to reconcile net loss to net cash used in operating activities in the Statements of
Cash Flow. Such dividend income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of business
combination (Please see Note 1). At
June 30, 2022, the Company had $80,017,979 held in the Trust Account, including $86,729 dividends earned on cash and cash equivalents
held in Trust Account. 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”), 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, 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 accountant 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. Accordingly, the actual results could differ significantly from
those estimates. Deferred
offering costs The
Company complies with the requirements of the Financial Accounting Standard Board (the “FASB”) Accounting Standards Codification
(“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offerings.” Offering costs,
consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to
the Initial Public Offering, were charged to shareholders’ equity upon the completion of the Initial Public Offering. As of December
31, 2021, deferred offering costs amounted to $83,343 and consisted of legal, accounting, and underwriting fees. Upon consummation of
the IPO on May 2, 2022, total offering costs related to the IPO were $5,093,930, and was allocated between the Public Shares, public
warrants and public rights based on their relative fair values at the date of issuance. Accordingly, $4,647,702 was allocated to the
Public Shares and charged to temporary equity (see Note 3). 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 FASB ASC Topic 480
“Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) 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 public 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 (plus any interest earned and/or dividends on the Trust Account) as temporary equity, outside of the shareholders’
equity section of the Company’s balance sheets. Income
taxes The
Company complies with the accounting and reporting requirements of Accounting Standards Codification (“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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. Net loss
per share The
Company complies with accounting and disclosure requirements of 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 interest income in trust account less any dividends paid. We then allocated the undistributed income (loss) ratably
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
shareholders. At June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be
exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the
same as basic loss per share for the periods presented. The
net income (loss) per share presented in the condensed statement of operations is based on the following:
Three
months Six
months
Net loss $ (184,940 ) $ (186,140 )
Accretion of temporary
equity to redemption value (12,727,452 ) (12,727,452 )
Net loss including accretion of temporary
equity to redemption value $ (12,912,392 ) $ (12,913,592 )
Less: Dividend income
on trust account to be allocated to redeemable shares 86,729 86,729
Net loss excluding
dividend income on trust account $ (12,999,121 ) $ (13,000,321 )
Three
months ended
Redeemable
Non-redeemable
Basic
and diluted net income/(loss) per share:
Numerators:
Allocation
of net loss including accretion of temporary equity and excluding dividend income on trust account $ (9,365,254 ) $ (3,633,867 )
Dividend
income on trust account 86,729
Accretion
of temporary equity to redemption value 12,727,452
Allocation
of net income/(loss) $ 3,448,927 $ (3,633,867 )
Denominators:
Weighted-average
shares outstanding 5,192,308 2,014,698
Basic and diluted net income/(loss) per share $ 0.66 $ (1.80 )
Six
months ended
Redeemable
Non-redeemable
Basic
and diluted net income/(loss) per share:
Numerators:
Allocation
of net loss including accretion of temporary equity and excluding dividend income on trust account $ (7,449,362 ) $ (5,550,959 )
Dividend
income on trust account 86,729
Accretion
of temporary equity to redemption value 12,727,452
Allocation
of net income/(loss) $ 5,364,819 $ (5,550,959 )
Denominators:
Weighted-average
shares outstanding 2,610,497 1,945,235
Basic and diluted net income/(loss) per share $ 2.05 $ (2.85 ) Fair value
of financial instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial
Instruments” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. 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. Recent
accounting pronouncements Management
does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an
effect on the Company’s financial statements. Risks
and uncertainties Management
is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of these financial statements. |
