| Significant Accounting Policies | Note 2 — 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 U.S. Securities
and Exchange Commission (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
May 26, 2023, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 5, 2023. The interim results for
the three months ended June 30, 2023 and the period from March 6, 2023 (inception) through June 30, 2023 are not necessarily indicative
of the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company Status 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, 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 the financial statements in
conformity with US 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 expenses during
the reporting period. 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 has $545,738 in cash and no
cash equivalents as of June 30, 2023. Marketable Securities Held in Trust Account At June 30, 2023, all of the assets held in the
Trust Account were held in money market funds which are invested primarily in U.S. treasury securities. 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, cash underwriting discount, and deferred underwriting fees incurred through
the balance sheet date that are related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments
issued in the Initial Public Offering based on relative fair value basis, compared to total proceeds received. Offering costs allocated
to the Public Shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion
of the Initial Public Offering and offering costs allocated to Public Warrants (as defined in Note 3) were charged to shareholders’
deficit upon the completion of the Initial Public Offering. Fair Value of Financial Instruments The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Class A Redeemable Share Classification The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder
vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company
classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control
of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments
(i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds
determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust
the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing
of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in
the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly,
at June 30, 2023, Class A ordinary shares subject to possible redemption is presented at redemption value 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 shares to equal the redemption value at the end of each reporting period. Increases
or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2023, the Class A ordinary shares
subject to redemption reflected in the balance sheet are reconciled in the following table:
Gross proceeds $ 250,000,000
Less:
Proceeds allocated to Public Warrants (2,087,500 )
Class A ordinary shares issuance cost (18,183,179 )
Plus:
Remeasurement of carrying value to redemption value 22,580,148
Class A Ordinary Shares subject to possible redemption, June 30, 2023 $ 252,309,469 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 statement 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. The Company accounts for income taxes under FASB
ASC 740, “Income Taxes” (“ASC 740”). 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued
interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023, there were no unrecognized tax
benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total
amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman
Islands company with 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. Net Income per Ordinary Share The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income
(loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of
Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary
share 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 20,150,000
Class A ordinary shares in the aggregate. At June 30, 2023, 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. As a result, diluted net income
per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of
basic and diluted net income per ordinary share (in dollars, except per share amounts):
Three Months Ended For The Period from
2023 2023
Redeemable Non-redeemable Redeemable Non-redeemable
Basic and diluted net income (loss) per ordinary
share
Numerator:
Allocation of net income (loss) $ (12,501,932 ) $ (9,247,397 ) $ (11,192,789 ) $ (10,562,743 )
Accretion of temporary equity to redemption value 21,520,679 — 21,520,679 —
Net income including accretion of temporary equity to redemption value 1,059,469 — 1,059,469 —
Net income (loss) 10,078,216 (9,247,397 ) 11,387,359 —
Denominator:
Basic and diluted weighted average shares outstanding 8,516,484 6,299,451 6,681,034 6,304,957
Basic and diluted net income per ordinary share $ 1.18 $ (1.47 ) $ 1.70 $ (1.68 ) Recent Accounting Pronouncements Management does not believe that any recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial
statements. Risks and Uncertainties Management continues to evaluate 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 the condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might
result from the outcome of this uncertainty. In February 2022, the Russian Federation
and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States,
have instituted economic sanctions against the Russian Federation and Belarus. Further the impact of this military action and related
sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific
impact on the Company’s condensed financial condition, results of operations, and cash flows is also not determinable as of the
date of these unaudited condensed financial statements. |
