Restatement of Previously Issued Financial Statements

12 Months Ended

Dec. 31, 2022

Restatement of Previously Issued Financial Statements [Abstract]

Restatement of Previously Issued Financial Statements [Text Block]

Note 2 – Restatement of Previously Issued Financial Statements

On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share (the “Waiver”) of the deferred underwriting commissions (the “Deferred Commissions”), which were payable upon completion of an initial business combination and deposited into the trust account established in connection with the Company’s Initial Public Offering. In connection with this Waiver, the underwriter also agreed that (i) this Waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial business combination.

Historically, the Company had recognized a liability upon closing of its Initial Public Offering in March 2021 for a portion of the Deferred Commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the Initial Public Offering. In its previously issued unaudited condensed financial statements as of and for the period ended September 30, 2022 (the “Quarterly Report”), the Company recognized the Waiver as an extinguishment, with a resulting non-operating gain recognized in its statement of operations. Upon subsequent review and analysis, management concluded that the Company should have recognized the extinguishment of the contingent liability as a credit to shareholders’ deficit.

Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the financial statements as of and for the period ended September 30, 2022 (the “Affected Period”) included in the Quarterly Report should no longer be relied upon and that it is appropriate to restate the financial statements included in the Quarterly Report. As such, the Company has decided to restate the financial statements included in the Quarterly Report in this Report.

Impact of the Restatement

The impact of the restatement on the statements of operations, statements of changes in shareholders’ deficit and statements of cash flows for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities.

Statements of Operations:

	For the Three Months Ended September 30, 2022 (unaudited)
	As Previously Reported			Restatement Adjustment			As Restated
Loss from operations	$	(180,405	)	$	-		$	(180,405	)
Gain from settlement of deferred underwriting commissions		2,616,250			(2,616,250	)		-
Unrealized gain on investments held in Trust Account		745,227			-			745,227
Net income	$	3,181,072		$	(2,616,250	)	$	564,822
Basic and diluted weighted average shares outstanding of Class A ordinary shares		15,449,000			-			15,449,000
Basic and diluted net income per share, Class A ordinary share	$	0.17		$	(0.14	)	$	0.03
Basic and diluted weighted average shares outstanding of Class B ordinary shares		3,737,500			-			3,737,500
Basic and diluted net income per share, Class B ordinary share	$	0.17		$	(0.14	)	$	0.03

	For the Nine Months Ended September 30, 2022 (unaudited)
	As Previously Reported			Restatement Adjustment			As Restated
Loss from operations	$	(737,938	)	$	-		$	(737,938	)
Gain from settlement of deferred underwriting commissions		2,616,250			(2,616,250	)		-
Unrealized gain on investments held in Trust Account		895,570			-			895,570
Net income	$	2,773,882		$	(2,616,250	)	$	157,632
Basic and diluted weighted average shares outstanding of Class A ordinary shares		15,449,000			-			15,449,000
Basic and diluted net income per share, Class A ordinary share	$	0.14		$	(0.13	)	$	0.01
Basic and diluted weighted average shares outstanding of Class B ordinary shares		3,737,500			-			3,737,500
Basic and diluted net income per share, Class B ordinary share	$	0.14		$	(0.13	)	$	0.01

Statements of Changes in Shareholders’ Deficit

For the three months ended September 30, 2022
	Ordinary Shares								Additional Paid-in Capital		Accumulated Deficit									Total Shareholder's Deficit
	Class A				Class B						As Previously Reported			Restatement Adjustment			As Restated
	Shares		Amount		Shares		Amount
Balance - June 30, 2022 (unaudited)		499,000	$	50		3,737,500	$	374	$	-	$	(10,805,600	)	$	-		$	(10,805,600	)	$	(10,805,176	)
Adjustment of accretion of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(745,227	)		2,616,250			1,871,023			1,871,023
Net income		-		-		-		-		-		3,181,072			(2,616,250	)		564,822			564,822
Balance - September 30, 2022 (unaudited)		499,000	$	50		3,737,500	$	374	$	-	$	(8,369,755	)	$	-		$	(8,369,755	)	$	(8,369,331	)

For the nine months ended September 30, 2022
	Ordinary Shares								Additional Paid-in Capital		Accumulated Deficit									Total Shareholder's Deficit
	Class A				Class B						As Previously Reported			Restatement Adjustment			As Restated
	Shares		Amount		Shares		Amount
Balance - December 31, 2021		499,000	$	50		3,737,500	$	374	$	-	$	(10,295,731	)	$	-		$	(10,295,731	)	$	(10,295,307	)
Adjustment of accretion of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(847,906	)		2,616,250			1,768,344			1,768,344
Net income		-		-		-		-		-		2,773,882			(2,616,250	)		157,632			157,632
Balance - September 30, 2022 (unaudited)		499,000	$	50		3,737,500	$	374	$	-	$	(8,369,755	)	$	-		$	(8,369,755	)	$	(8,369,331	)

Statements of Cash Flow

	For the Nine Months Ended September 30, 2022 (unaudited)
	As Previously Reported			Restatement Adjustment			As Restated
Cash Flows from Operating Activities:
Net income	$	2,773,882		$	(2,616,250	)	$	157,632
Adjustments to reconcile net income to net cash used in operating activities:
Gain from settlement of deferred underwriting commissions		(2,616,250	)		2,616,250			-
Unrealized gain on investments held in Trust Account		(895,570	)		-			(895,570	)
Changes in operating assets and liabilities		304,828			-			304,828
Net cash used in operating activities		(433,110	)		-			(433,110	)
Net cash used in financing activities		(45,000	)		-			(45,000	)
Net change in cash		(478,110	)		-			(478,110	)
Cash - beginning of the period		501,242			-			501,242
Cash - end of the period	$	23,132		$	-		$	23,132
Supplemental disclosure of noncash investing and financing activities:
Extinguishment of deferred underwriting commissions allocated to public shares	$	-		$	2,616,250		$	2,616,250