10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

EMERGING MARKETS HORIZON CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-41136	98-1607027
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

8th Floor, Berkeley Square House Berkeley Square London, United Kingdom	W1J 6DB
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +44 20 7647 9100
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant to acquire one Class A ordinary share	HORIU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	HORI	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	HORIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 14, 2022, 28,750,000 Class A ordinary shares, par value $0.0001 per share, and 7,187,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

EMERGING MARKETS HORIZON CORP.

Form 10-Q

For the Quarter Ended September 30, 2022

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		1
Item 1.	Condensed Financial Statements	1
	Condensed  Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Statements of Operations for the Three and Nine Months ended September 30, 2022 and the Period from May 6, 2021 (inception) through September 30, 2021 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the Three Months ended September 30, 2022 and 2021, the Nine Months ended September 30, 2022 and the Period from May 6, 2021 (inception) through September 30, 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the Nine Months ended September 30, 2022 and the Period from May 6, 2021 (inception) through September 30, 2021 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II – OTHER INFORMATION		24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	24
Item 3.	Defaults upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
Signatures		26

i

PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

EMERGING MARKETS HORIZON CORP.

CONDENSED BALANCE SHEETS

	September 30, 2022			December 31, 2021
	(unaudited)
ASSETS
Current Assets
Cash	$	38,508		$	503,187
Other receivables		—			12,500
Prepaid expenses - current		296,709			584,866
Total Current Assets		335,217			1,100,553
Investments held in Trust Account		295,009,088			293,251,371
Prepaid expenses - non-current		—			116,668
Total Assets	$	295,344,305		$	294,468,592
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	199,337		$	133,563
Due to related party		45,000			—
Income taxes payable		193,439			—
Working capital loan – related party		561,996			—
Total Current Liabilities		999,772			133,563
Warrant liabilities		2,337,500			13,881,250
Deferred underwriting commissions payable		10,062,500			10,062,500
Total Liabilities		13,399,772			24,077,313
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 28,750,000 shares (at a redemption value of $10.26 and $10.20 per share, respectively) at September 30, 2022 and December 31,2021		294,815,649			293,251,371
Shareholders’ Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021		—			—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021		—			—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 7,187,500 shares issued and outstanding at September 30, 2022 and December 31, 2021		719			719
Accumulated deficit		(12,871,835	)		(22,860,811	)
Total Shareholders’ Deficit		(12,871,116	)		(22,860,092	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	295,344,305		$	294,468,592

The accompanying notes are an integral part of the unaudited condensed financial statements.

1

EMERGING MARKETS HORIZON CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months ended September 30,					Nine Months ended September 30,			Period from May 6, 2021 (inception) through September 30,
	2022			2021		2022			2021
Formation and operating costs	$	306,705		$	—	$	1,554,774		$	3,471
Loss from operations		(306,705	)		—		(1,554,774	)		(3,471	)
Other income:
Change in fair value of warrant liabilities		233,750			—		11,543,750			—
Income earned on investments held in Trust Account		1,324,804			—		1,757,717			—
Total other income, net		1,558,554			—		13,301,467			—
Income (loss) before income taxes		1,251,849			—		11,746,693			(3,471	)
Income tax provision		193,439			—		193,439			—
Net Income (Loss)	$	1,058,410		$	—	$	11,553,254		$	(3,471	)
Weighted average Class A redeemable shares outstanding, basic and diluted		28,750,000			—		28,750,000			—
Basic and diluted net income per Class A redeemable share outstanding	$	0.03		$	—	$	0.32		$	—
Weighted average Class B non-redeemable shares outstanding, basic and diluted(1)		7,187,500			6,250,000		7,187,500			6,250,000
Basic and diluted net income (loss) per Class B non-redeemable share outstanding	$	0.03		$	—	$	0.32		$	—

(1) Amounts for the three months ended September 30, 2021 and the period from May 6, 2021 (inception) through September 30, 2021 exclude an aggregate of 937,500 Class B ordinary shares that were subject to forfeiture if the overallotment option was not exercised in full or in part by the underwriters. Upon the closing of the Initial Public Offering, the overallotment was fully exercised and these shares were no longer subject to forfeiture.

The accompanying notes are an integral part of the unaudited condensed financial statements.

2

EMERGING MARKETS HORIZON CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(Unaudited)

Three and Nine Months ended September 30, 2022	Class B Ordinary Shares				Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount
Balance – December 31, 2021		7,187,500	$	719	$	—	$	(22,860,811	)	$	(22,860,092	)
Remeasurement adjustment on Class A ordinary shares subject to possible redemption		—		—		—		(26,671	)		(26,671	)
Net income		—		—		—		9,557,783			9,557,783
Balance – March 31, 2022		7,187,500		719		—		(13,329,699	)		(13,328,980	)
Remeasurement adjustment on Class A ordinary shares subject to possible redemption		—		—		—		(406,242	)		(406,242	)
Net income		—		—		—		937,061			937,061
Balance – June 30, 2022		7,187,500		719		—		(12,798,880	)		(12,798,161	)
Remeasurement adjustment on Class A ordinary shares subject to possible redemption		—		—		—		(1,131,365	)		(1,131,365	)
Net income		—		—		—		1,058,410			1,058,410
Balance – September 30, 2022		7,187,500	$	719	$	—	$	(12,871,835	)	$	(12,871,116	)

Three Months ended September 30, 2021 and Period from May 6, 2021 (inception) through September 30, 2021	Class B Ordinary Shares				Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Equity
	Shares		Amount
Balance – May 6, 2021 (inception)		—	$	—	$	—	$	—		$	—
Issuance of Class B ordinary shares to Sponsor		7,187,500		719		24,281		—			25,000
Net loss		—		—		—		(3,471	)		(3,471	)
Balance – June 30, 2021		7,187,500		719		24,281		(3,471	)		21,529
Net loss		—		—		—		—			—
Balance – September 30, 2021		7,187,500	$	719	$	24,281	$	(3,471	)	$	21,529

The accompanying notes are an integral part of the unaudited condensed financial statements.

3

EMERGING MARKETS HORIZON CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months ended September 30, 2022			Period from May 6, 2021 (inception) through September 30, 2021
Cash flows from Operating Activities:
Net income (loss)	$	11,553,254		$	(3,471	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities		(11,543,750	)		—
Income earned on investments held in Trust Account		(1,757,717	)		—
Changes in operating assets and liabilities:
Other receivables		—			(2,903	)
Prepaid expenses and other current assets		417,325			—
Deferred offering costs		—			(189,241	)
Accounts payable and accrued expenses		65,774			—
Income taxes payable		193,439			—
Due to related party		45,000			—
Net cash used in operating activities	$	(1,026,675	)	$	(195,615	)
Cash flows from Financing Activities:
Proceeds from working capital loan – related party	$	561,996		$	—
Proceeds from promissory note – related party		—			275,000
Net cash provided by financing activities	$	561,996		$	275,000
Net Change in Cash	$	(464,679	)	$	79,385
Cash – Beginning of period		503,187			—
Cash – End of period	$	38,508		$	79,385
Supplemental Disclosures of Noncash Financing Activities
Remeasurement adjustment on Class A ordinary shares subject to possible redemption	$	1,564,278		$	—
Deferred offering costs included in accrued offering costs	$	—		$	215,994
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B ordinary shares to the Sponsor	$	—		$	25,000

The accompanying notes are an integral part of the unaudited condensed financial statements.

4

EMERGING MARKETS HORIZON CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Emerging Markets Horizon Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 6, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The information contained within this quarterly report on Form 10-Q (this “Report”) should be read in conjunction with the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on September 12, 2022 (the “Annual Report”).

On May 11, 2021, EM Horizon Investments (the “Prior Sponsor”) purchased 7,187,500 Class B ordinary shares of the Company in a private placement. On December 8, 2021, the Prior Sponsor transferred 12,500 Class B ordinary shares to each of the Company’s independent directors and, on June 8, 2022, it transferred its remaining 7,150,000 Class B ordinary shares to our current sponsor, New Emerging Markets Horizon (the “Sponsor”).

The Sponsor is controlled by FPP Capital Advisers (“FPP”), an affiliate of FPP Asset Management LLP (“FPP AM”). Prior to June 8, 2022, the Company’s sponsor was the Prior Sponsor, which at its inception was controlled by FPP, Riccardo Orcel and Nevsky Properties Limited (“Nevsky Properties”), which is in turn controlled by VTB. Following the imposition of sanctions relating to Russia by the United States and other jurisdictions, including blocking sanctions against VTB as well as entities owned 50 percent or more, directly or indirectly, by VTB, we and the Prior Sponsor implemented certain remedial measures. On March 23, 2022, Nevsky Properties relinquished, irrevocably and in perpetuity, its interest in the Sponsor to the fullest extent permitted by law and such interest was blocked by the Sponsor such that it no longer conferred under any circumstances any economic or voting rights upon Nevsky Properties. In addition, following certain other changes in management effective on the same date, neither the Company nor its Prior Sponsor employed, had on its board of directors or received any services from any employees, representatives or affiliates of VTB. The Prior Sponsor was controlled solely by FPP as of April 21, 2022, when Mr. Orcel agreed to suspend indefinitely his voting and management rights in the Prior Sponsor, though he remained a non-voting member and Nevsky Properties formally remained on the Prior Sponsor’s register of members due to certain restrictions under applicable Cayman Islands law.

On June 8, 2022, the Company’s Prior Sponsor and Sponsor entered into a novation agreement, whereby the Prior Sponsor transferred all of its rights and obligations under each of the contracts to which it was a party to the Sponsor, and a securities transfer agreement, whereby the Company’s Prior Sponsor transferred all of its founder shares and private placement warrants to the Sponsor. While the Company’s Sponsor remains controlled solely by FPP and Mr. Orcel remains a non-voting member, Nevsky Properties is not on its register of members.

The Company intends to pursue a business combination with a target company in any stage of its corporate evolution. The Company intends to focus on identifying high growth technology and consumer-exposed businesses in Western Europe, Central & Eastern Europe (“CEE”), the Commonwealth of Independent States (the “CIS”) (excluding Russia and Belarus) or Latin America. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2022, the Company had not commenced any operations. All activity for the period from May 6, 2021 (inception) through September 30, 2022 relates to the Company’s formation, its initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of investment income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2021. On December 13, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, which includes the full exercise of the underwriters’ over-allotment option (see Note 3), and the sale of 9,000,000 warrants (the “Private Placement Warrants”), which includes the full exercise of the underwriters’ over-allotment option, at a price of $1.50 per Private Placement Warrant in a private placement to the Prior Sponsor that closed simultaneously with the Initial Public Offering (see Note 3). The Prior Sponsor transferred its 9,000,000 Private Placement Warrants to the Sponsor on June 8, 2022.

Transaction costs amounted to $16,662,992 consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees payable (which are included in the balance held in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”)), and $850,492 of other offering costs.

5

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering on December 13, 2021, an amount of $293,250,000 ($10.20 per Unit), using the net proceeds from the sale of Units and the Private Placement Warrants, was placed in the Trust Account. The funds in the Trust Account are invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company will provide its holders of the outstanding public shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.20 per share), calculated as of two business days prior to the completion of a Business Combination, including interest. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares have been recorded at redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by March 13, 2023 (or June 13, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Business Combination within 15 months from the closing of Initial Public Offering but have not completed the Business Combination within such 15-month period), and (c) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

6

The Company will have until March 13, 2023 (or June 13, 2023, as applicable), as such period may be extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Island law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of September 30, 2022, the Company had cash held outside of the Trust Account of $38,508 and a working capital deficit, excluding income tax accruals, of $471,116. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of September 30, 2022, will not be sufficient to allow the Company to operate through the end of the Combination Period. While the Company expects to have sufficient access to additional sources of capital under Working Capital Loans (as defined in Note 5) pursuant to a promissory note with the Sponsor, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available, if necessary.

In addition, the end of the Combination Period will occur prior to one year after the issuance of these financial statements. Although the Company is continuing its pursuit of potential targets for an initial business combination, there is no assurance that the Company’s plans to consummate a Business Combination will be successful during the Combination Period. As outlined in the Company’s certificate of incorporation, if the Company does not complete, or have an agreement in principle or a definitive agreement, for a business combination by the end of the Combination Period, the Company will cease operations and redeem its public shares through a wind-up of the Company and liquidation.

8

Both of these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these condensed financial statements were issued. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Risks and Uncertainties

COVID-19

Management is currently evaluating the impact of the COVID-19 pandemic on the target industries 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Global Risks

The Company is focused on identifying high-growth technology and consumer-exposed businesses in Western Europe, CEE, the CIS (excluding Russia and Belarus) or Latin America. The recent actions by Russia against Ukraine and subsequent sanctions against Russia, Belarus and related individuals and entities have created global security concerns that could have a lasting impact on regional and global economies (see additional information below). In response to the imposition of such sanctions, the Company has adjusted its target region to exclude Russia and Belarus.

In February 2022, the Russian Federation and Belarus commenced military action with the country of Ukraine.  As a result of this action, various nations have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements, and the Company is evaluating their specific impacts on the Company’s ability to pursue a Business Combination within Western Europe, CEE, the CIS (excluding Russia and Belarus) or Latin America.

Changes in Management

On March 23, 2022, the Board of Directors appointed Jonathan Neill as our Chief Financial Officer (“CFO”) and a director, effective March 23, 2022. On March 23, 2022, the Board of Directors accepted the resignation of Bernard Abdelmalak as CFO and a director, effective March 23, 2022. There were no disagreements, no arguments, no conflicts and no disputes with our officers, directors, auditors and other professional service providers in connection with Mr. Abdelmalak’s decision to step down as CFO and director.

On April 21, 2022, the Board of Directors accepted the resignation of Riccardo Orcel as our Chief Executive Officer (“CEO”) and director, effective April 21, 2022. On April 21, 2022, the Board of Directors appointed Jonathan Neill as our interim CEO, effective April 21, 2022. Concurrently with his appointment as interim CEO, Mr. Neill resigned from his position as CFO but remained a director. On April 21, 2022, the Board of Directors appointed Christopher Edwards as our interim CFO and director, effective April 21, 2022. There were no disagreements, no arguments, no conflicts and no disputes with our officers, directors, auditors and other professional service providers in connection with Mr. Orcel’s decision to step down as CEO and director.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in conformity 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 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 Annual Report, which contains the audited financial statements and notes thereto. 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 period.

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Emerging Growth Company

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 independent registered public accounting firm 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 statement 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 expenses during the reporting period.

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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those and other 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 cash of $38,508 and $503,187 as of September 30, 2022 and December 31, 2021, respectively. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the Company had $295.0 million and $293.3 million, respectively, in investments held in the Trust Account.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption 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 a component of shareholders’ deficit. The Company’s Class A 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, at September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption in the amount of $294.8 million and $293.3 million, respectively, are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

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The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A ordinary 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 a measurement adjustment from initial book value to redemption value. The changes in the carrying value of redeemable Class A ordinary shares result in charges against additional paid-in capital and accumulated deficit.

The activity in Class A ordinary shares subject to possible redemption for the period from May 6, 2021 (inception) through December 31, 2021 and the nine months ended September 30, 2022 is as follows:

Class A ordinary shares subject to possible redemption at May 6, 2021 (inception)	$	—
Gross proceeds from the sale of Class A ordinary shares in IPO		287,500,000
Less:
Fair value of Public Warrants at issuance		(17,968,750	)
Issuance costs on Class A ordinary shares		(15,591,299	)
Plus:
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		39,311,420
Class A ordinary shares subject to possible redemption at December 31, 2021		293,251,371
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		1,564,278
Class A ordinary shares subject to possible redemption at September 30, 2022	$	294,815,649

The Class B ordinary shares are classified as a component of shareholders’ deficit since they are not subject to possible redemption outside of the Company’s control. At September 30, 2022, the Class A ordinary shares subject to possible redemption are net of $193,439 in income taxes payable that will be eligible for payment out of proceeds from the Trust Account.

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.

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 recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 or December 31, 2021. 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 is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

However, based on the United Kingdom (UK) tax regulations, considering the Company’s current and expected presence in the country, it is subject to UK income tax with respect to income derived from its activities beginning in the third quarter of 2022. As part of the development of its operations in the country, the Company is in the process of registering with the UK tax authorities in order to comply with the respective tax obligations for conducting business in the country. As such, the Company’s tax provision was $193,439 for the three and nine months ended September 30, 2022. The effective tax rate of 15.5% was lower than the UK statutory rate of 19%, primarily due to the permanent exclusion of the change in fair value of warrant liabilities from taxable income.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account 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:

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• 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 issuance 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.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Warrant Liabilities

The Company accounts for warrants as liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC Topic 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 common shares and whether the warrant 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, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and adjusted to fair value at each balance sheet date thereafter. Based on its assessment, the Company accounts for its warrants as liability-classified.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The warrants are exercisable to purchase 9,000,000 shares of common stock in the aggregate.

The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for redeemable common stock is calculated by dividing the proportional amount of net income (loss) by the weighted average number of redeemable common shares outstanding during the period.

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Net income (loss) per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income (loss) attributable to redeemable common stock, by the weighted average number of non-redeemable common shares outstanding during the period. Non-redeemable common stock includes the Founder Shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted income (loss) per common share for the three months ended September 30, 2022 and 2021, the nine months ended September 30, 2022 and the period from May 6, 2021 (inception) through September 30, 2021:

	Three Months ended September 30,					Nine Months ended September 30,			Period from May 6, 2021 (inception) through September 30,
	2022			2021		2022			2021
Common shares subject to possible redemption
Numerator: Net income allocable to common shares subject to possible redemption	$	846,728		$	—	$	9,242,603		$	—
Denominator: Weighted average Class A redeemable common shares
Weighted average Class A redeemable common shares outstanding, basic and diluted		28,750,000			—		28,750,000			—
Basic and diluted net income per share, Class A redeemable common stock	$	0.03		$	—	$	0.32		$	—
Non-redeemable common stock
Numerator: Net income (loss) minus redeemable net income
Net income (loss)	$	1,058,410		$	—	$	11,553,254		$	(3,471	)
Less: redeemable net income		(846,728	)		—		(9,242,603	)		—
Non-redeemable net income (loss)	$	211,682		$	—	$	2,310,651		$	(3,471	)
Denominator: Weighted average Class B non-redeemable common shares
Weighted average Class B non-redeemable common shares outstanding, basic(1)		7,187,500			6,250,000		7,187,500			6,250,000
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.03		$	—	$	0.32		$	—

(1) Amounts for the three months ended September 30, 2021 and the period from May 6, 2021 (inception) through September 30, 2021 exclude an aggregate of 937,500 Class B ordinary shares that were subject to forfeiture if the overallotment option was not exercised in full or in part by the underwriters. Upon the closing of the Initial Public Offering, the overallotment was fully exercised and these shares were no longer subject to forfeiture.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, including 3,750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share of the Company and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 7).

NOTE 4 — PRIVATE PLACEMENT

Upon the closing of the Initial Public Offering, the underwriters fully exercised their over-allotment option.  The Sponsor and underwriters purchased 9,000,000 warrants (including 1,000,000 warrants issued pursuant to the full exercise by the underwriters of their over-allotment), at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $13,500,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

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A portion of the gross proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account, while the remaining proceeds were used for working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Subject to certain limitations, the Sponsor, officers, directors and underwriters have agreed to not transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the Company’s Initial Public Offering.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On May 11, 2021, the Prior Sponsor purchased 7,187,500 Class B ordinary shares of the Company (the “Founder Shares”), including an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ overallotment was not exercised in full or in part, for an aggregate purchase price of $25,000, which covered deferred offering costs paid directly by the Prior Sponsor. Upon the completion of the Initial Public Offering on December 13, 2021, the underwriters fully exercised their over-allotment option and therefore 937,500 Founder Shares are no longer subject to forfeiture. On December 8, 2021, the Prior Sponsor transferred 12,500 Class B ordinary shares to each of the Company’s independent directors and, on June 8, 2022, it transferred its remaining 7,150,000 Class B ordinary shares to the Sponsor.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination, and (ii) subsequent to the Business Combination, (A) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company is party to an agreement to pay the Sponsor a total of up to $5,000 per month for business and administrative support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees, to the extent they have been incurred. For the three and nine months ended September 30, 2022, the Company incurred $15,000 and $45,000 in administrative support services, respectively, resulting in $45,000 due to related party as of September 30, 2022.

Promissory Note —Related Party

On May 13, 2021, the Prior Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The Company borrowed a total of $275,000 under the Note during 2021, of which $122,000 was borrowed during the period from May 6, 2021 (inception) through September 30, 2021, and, on December 13, 2021, the Company repaid $275,000 using proceeds from the Initial Public Offering to pay off the borrowings outstanding under the Note.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may enter into agreements to loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest.

On September 9, 2022, the Company entered into a Working Capital Loan with the Sponsor in the form of a promissory note (the “2022 Note”). Pursuant to the 2022 Note, the Company may borrow from the Sponsor, from time to time, up to an aggregate of $1,500,000. Borrowings under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) the effective date of our Business Combination or (ii) the date that the winding up of the Company becomes effective. The 2022 Note contains customary events of default, including those relating to our failure to repay the principal amount due upon maturity of the 2022 Note and certain bankruptcy events. On September 1, 2022, the Company drew $561,996 under the 2022 Note, the proceeds of which were used to settle outstanding invoices from various service providers. As of September 30, 2022, $561,996 was outstanding under the 2022 Note.

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NOTE 6 — COMMITMENTS

Registration Rights

The holders of the Founder Shares and the Private Placement Warrants (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. A contingent obligation would be recognized once a demand is received, as the amount of the contingency could then be reasonably estimated. As of September 30, 2022, the Company has not recorded a registration right contingent obligation, as no demands have come forth.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.  The underwriters fully exercised their over-allotment option upon the closing of the Initial Public Offering.

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,750,000 in the aggregate, upon the closing of the Initial Public Offering. The underwriters are also entitled to a deferred fee of $0.35 per Unit, or $10,062,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

In addition to the underwriting discount, the Company has agreed to pay for the FINRA-related fees and expenses of the underwriters’ legal counsel and certain diligence and other fees. The Company will also reimburse the underwriters for background checks on our directors, director nominees and executive officers.

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2022, there were no shares of preferred stock issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue up to 300,000,000 Class A ordinary shares, par value $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote per share. At September 30, 2022, there were 28,750,000 Class A ordinary shares issued and outstanding. The Company’s Class A ordinary shares are considered conditionally redeemable shares and are classified as temporary equity in accordance with guidance under ASC 480.

Class B Ordinary Shares — The Company is authorized to issue up to 30,000,000 Class B ordinary shares, par value $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote per share. At September 30, 2022, there were 7,187,500 Class B ordinary shares issued and outstanding.

Upon the consummation of the IPO, the Prior Sponsor transferred 12,500 Class B shares to each of the Company’s three independent directors (the “Transferred Shares”). The Transferred Shares were evaluated under ASC 718, “Stock Compensation” (“ASC 718”) for potential recording of stock-based compensation. The Company determined that the Transferred Shares are equity-classified awards that would only be recognized when it is probable that a Business Combination will occur. At the grant date of December 8, 2021, the 37,500 Transferred Shares had a fair value of $6.50 per share, with total estimated fair value of $243,750.

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Prior to the consummation of a Business Combination, only holders of Class B ordinary shares have the right to vote on the election of directors. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination (excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination). In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

NOTE 8 — WARRANT LIABILITY

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the company fails to have maintained an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.01 per Public Warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

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• if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

• in whole and not in part;

• at $0.10 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the reference value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) and the Private Placement warrants are called for redemption on the same terms as the outstanding Public Warrants.

During the 30-day redemption period, each warrant holder may elect to exercise their warrants on a cashless basis and receive a number of ordinary shares as defined in the warrant agreement, based on the redemption date and the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption is sent to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company accounts for the 23,375,000 warrants issued in connection with the Initial Public Offering (consisting of 14,375,000 Public Warrants and 9,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

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NOTE 9 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period-end, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.  In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement at December 31, 2021 to a Level 1 fair value measurement at March 31, 2022, the quarter in which the Public Warrants were separately listed and traded, and subsequently transferred to a Level 2 measurement during the quarter ended September 30, 2022 due to low trading volume.

The following tables present information about the Company’s assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicate the level in the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

At September 30, 2022	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	295,009,088	$	—	$	—
Liabilities:
Public Warrants	$	—	$	1,437,500	$	—
Private Placement Warrants		—		—		900,000
Total warrant liabilities	$	—	$	1,437,500	$	900,000

At December 31, 2021	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	293,251,371	$	—	$	—
Liabilities:
Public Warrants	$	—	$	—	$	8,481,250
Private Placement Warrants		—		—		5,400,000
Total warrant liabilities	$	—	$	—	$	13,881,250

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the entire balance in the Trust Account of $295.0 million and $293.3 million, respectively, was held in marketable securities. At September 30, 2022, the Company had $193,439 in income taxes payable that will be eligible for payment out of proceeds from the Trust Account.

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Warrant Liabilities

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company has classified both the Public Warrants and Private Placement Warrants as liabilities at their fair value, as determined by the valuation techniques noted below. These liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

The estimated fair value of the Public Warrants at September 30, 2022 was based upon Level 1 inputs as such warrants were actively traded on an exchange. The estimated fair value of the Public Warrants at December 31, 2021 and Private Placement Warrants at September 30, 2022 and December 31, 2021 was determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies’ common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero.

The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2022:

	Private Placement Warrants
Exercise price	$	11.50
Share price	$	10.00
Volatility		0.4	%
Expected term (years)		3.6
Risk-free rate		4.19	%
Dividend yield		—	%

The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021:

	Public Warrants			Private Placement Warrants
Exercise price	$	11.50		$	11.50
Share price	$	9.71		$	9.71
Volatility		11.0	%		11.0	%
Expected term (years)		6.0			6.0
Risk-free rate		1.35	%		1.35	%
Dividend yield		—	%		—	%

The change in fair value of the warrant liabilities classified as Level 3 during the nine months ended September 30, 2022 is summarized as follows:

	Public Warrants			Private Placement Warrants
Warrant liabilities at December 31, 2021	$	8,481,250		$	5,400,000
Transfer out to Level 1(1)		(8,481,250	)		—
Change in fair value of warrant liabilities		—			(4,500,000	)
Warrant liabilities at September 30, 2022	$	—		$	900,000

(1) Subsequently transferred from Level 1 to Level 2 during the quarter ended September 30, 2022.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 14, 2022, the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “company,” “our,” “us” or “we” refer to Emerging Markets Horizon Corp. The following discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the “Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”). Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination (the “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of our initial public offering (the “Initial Public Offering”) and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.

Our sponsor, New Emerging Markets Horizon, is controlled by FPP Capital Advisers (“FPP”), an affiliate of FPP Asset Management LLP (“FPP AM”). Prior to June 8, 2022, our sponsor was EM Horizon Investments (our “prior sponsor”), which at its inception was controlled by FPP, Riccardo Orcel and Nevsky Properties Limited (“Nevsky Properties”), which is in turn controlled by VTB Bank (PJSC) (“VTB”). Following the imposition of sanctions relating to Russia by the United States and other jurisdictions, including blocking sanctions against VTB as well as entities owned 50 percent or more, directly or indirectly, by VTB, we and our prior sponsor implemented certain remedial measures. On March 23, 2022, Nevsky Properties relinquished, irrevocably and in perpetuity, its interest in our sponsor to the fullest extent permitted by law and such interest was blocked by our sponsor such that it no longer conferred under any circumstances any economic or voting rights upon Nevsky Properties. In addition, following certain other changes in management effective on the same date, neither we nor our prior sponsor employed, had on its board of directors or received any services from any employees, representatives or affiliates of VTB. Our prior sponsor was controlled solely by FPP as of April 21, 2022, when Mr. Orcel agreed to suspend indefinitely his voting and management rights in our prior sponsor, though he remained a non-voting member and Nevsky Properties formally remained on our prior sponsor’s register of members due to certain restrictions under applicable Cayman Islands law.

On June 8, 2022, our prior sponsor and our sponsor entered into a novation agreement, whereby our prior sponsor transferred all of its rights and obligations under each of the contracts to which it was a party to our sponsor, and a securities transfer agreement, whereby our prior sponsor transferred all of its founder shares and private placement warrants to our sponsor. While our sponsor remains controlled solely by FPP and Mr. Orcel remains a non-voting member, Nevsky Properties is not on its register of members.

The registration statement for our Initial Public Offering was declared effective on December 8, 2021. On December 13, 2021, we consummated the Initial Public Offering of 28,750,000 units, including the issuance of 3,750,000 units as a result of the underwriters’ exercise in full of their over-allotment option, at $10.00 per unit and the sale of 9,000,000 private placement warrants at a price of $1.50 per warrant in a private placement to our prior sponsor that closed simultaneously with our Initial Public Offering.

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Upon the closing of our Initial Public Offering, a total of $293,250,000, consisting of proceeds from the Initial Public Offering and the sale of the private placement warrants, was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act until the earlier of: (i) the completion of a business combination and (ii) the distribution of the funds in the Trust Account to our shareholders.

While we may pursue an initial business combination with a target at any stage of its corporate evolution or in any industry or sector, we intend to focus on identifying high-growth technology and consumer-exposed businesses with an enterprise value of at least $700 million in Western Europe, Central and Eastern Europe (“CEE”), the Commonwealth of Independent States (the “CIS”) (excluding Russia and Belarus) or Latin America. We will seek to acquire businesses led by world-class management teams, with validated technologies, proven business models and attractive unit economics, strong corporate governance compliant with Environmental, Social and Governance (“ESG”) principles and that are well positioned for continual growth and market leadership over the long term.

We expect to continue to incur significant costs in the pursuit of a Business Combination. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues through September 30, 2022. All activities for the period from January 1, 2022 through September 30, 2022 were organizational activities and those necessary to identify a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of a Business Combination. We generate non-operating income in the form of investment income on balances held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2022 and 2021, we had net income of $1,058,410 and zero reported, respectively, an increase of $1,058,410. The period-over-period change consisted of a gain on warrant liabilities of $233,750 and income earned on investments held in the Trust Account of $1,324,804, partially offset by an increase in formation and operating costs of $306,705 and income taxes of $193,439.

For the nine months ended September 30, 2022 and the period from May 6, 2021 (inception) through September 30, 2021, we had net income of $11,553,254 and net loss of $3,471, respectively, an increase of $11,556,725. The period-over-period change consisted of a gain on warrant liabilities of $11,543,750 and income earned on investments held in the Trust Account of $1,757,717, partially offset by an increase in formation and operating costs of $1,551,303 and income taxes of $193,439.

Liquidity and Capital Resources

On December 13, 2021, we consummated our Initial Public Offering of 28,750,000 units, at a price of $10.00 per unit, generating gross proceeds of $287,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 9,000,000 private placement warrants to our prior sponsor, at a price of $1.50 per private placement warrant generating gross proceeds of $13,500,000.

Following the Initial Public Offering, the full exercise of the over-allotment option and the sale of the private placement warrants, a total of $293,250,000 of the proceeds thereof was placed in the Trust Account. We incurred $850,492 in other offering costs related to the Initial Public Offering, in addition to $5,750,000 in underwriting fees and $10,062,500 of deferred underwriting fees. Of these total amounts, $1,071,693 was allocated to the warrant liabilities and included in non-operating expense.

For the nine months ended September 30, 2022 and the period from May 6, 2021 (inception) through September 30, 2021, net cash used in operating activities was $1,026,675 and $195,615, respectively, consisting primarily of payments made for formation, operating and deferred offering costs.

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For the nine months ended September 30, 2022, net cash provided by financing activities was $561,996, consisting of proceeds received under a Working Capital Loan (defined below) with the Sponsor in the form of a promissory note. For the period from May 6, 2021 (inception) through September 30, 2021, net cash provided by financing activities was $275,000, consisting of proceeds received under a promissory note with the Prior Sponsor, which was subsequently repaid upon the closing of the Initial Public Offering.

As of September 30, 2022, we had investments held in the Trust Account of $295,009,088. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing investment income earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete a Business Combination. We may withdraw the investment income from the Trust Account to pay taxes, if any, or up to $100,000 of dissolution expenses in the event of liquidation. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and/or pursue our growth strategies.

As of September 30, 2022, we had cash of $38,508 held outside of the Trust Account and a working capital deficit, excluding income tax accruals, of $471,116. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses and structure, negotiate and/or complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds held in the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to a Business Combination. Moreover, we may need to obtain additional financing either to complete a Business Combination or because we become obligated to redeem a significant number of the public shares upon consummation of a Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Going Concern Consideration

As of September 30, 2022, we had cash held outside of the Trust Account of $38,508 and a working capital deficit, excluding income tax accruals, of $471,116. We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. We anticipate that the cash held outside of the Trust Account as of September 30, 2022, will not be sufficient to allow us to operate through the end of the Combination Period (as defined below). Additionally, in order to finance transaction costs in connection with a Business Combination, our sponsor, or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, provide us with working capital loans (“Working Capital Loans”). While we expect to have sufficient access to additional sources of capital under Working Capital Loans pursuant to a promissory note with the Sponsor, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available, if necessary.

In addition, we will have until March 13, 2023 (or June 13, 2023, as applicable), as such period may be extended pursuant to our amended and restated memorandum and articles of association, to complete a Business Combination (the “Combination Period”). Therefore, the end of the Combination Period will occur prior to one year after the issuance of these financial statements. Although we are continuing our pursuit of potential targets for an initial business combination, there is no assurance that our plans to consummate a Business Combination will be successful during the Combination Period. As outlined in our certificate of incorporation, if we do not complete, or have an agreement in principle or a definitive agreement for, a business combination by the end of the Combination Period, we will cease operations and redeem our public shares through a wind-up of the Company and liquidation.

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Both of these conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that these condensed financial statements were issued. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Off-Balance Sheet Arrangements

As of September 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The underwriters are entitled to a deferred underwriting fee of $0.35 per unit, or $10,062,500 in the aggregate. The deferred underwriting fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Significant Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the critical accounting policies set forth below.

Warrant Liabilities

We account for our public warrants and private placement warrants (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the Warrants’ specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity,” and ASC Topic 815, “Derivatives and Hedging.” The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC Topic 480, whether Warrants meet the definition of a liability pursuant to ASC Topic 480 and whether the Warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the Warrants are indexed to the Class A ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period-end date while the Warrants are outstanding.

For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all of the criteria for equity classification, the Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and adjusted to fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Warrants are accounted for as liabilities and represent a significant accounting estimate. At September 30, 2022, the fair value of the public warrants was estimated based upon the exchange listed price, and the fair value of the private placement warrants was estimated using a Monte Carlo simulation approach.

Class A Ordinary Shares Subject to Possible Redemption

We account for the Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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 our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as a component of shareholders’ deficit. The Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheet.

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Net Income (Loss) Per Ordinary Share

We have two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share for each class of ordinary shares is computed by dividing net income (loss) allocated to the class by the weighted average number of ordinary shares of the class outstanding during the period. The calculation of diluted income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the private placement warrants, because the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method.

Recent Accounting Pronouncements

Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2022, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all of our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

ITEM 1A. RISK FACTORS

As of the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report, except for the below risk factor. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our Business Combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our Business Combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively eliminating the safe harbor relating to the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit No.	Description
31.1	Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) or Rule 15d-14(a).*
31.2	Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) or Rule 15d-14(a).*
32.1	Certification of the Principal Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of the Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	EMERGING MARKETS HORIZON CORP.
Date: November 14, 2022	/s/ Jonathan Neill
	Name: Jonathan Neill
	Title: Interim Chief Executive Officer and Director
	(Principal Executive Officer)

Date: November 14, 2022	/s/ Christopher Edwards
	Name: Christopher Edwards
	Title: Interim Chief Financial Officer and Director
	(Principal Financial Officer)

26

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jonathan Neill, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Emerging Markets Horizon Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34/49313);

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2022
	/s/ Jonathan Neill
	Jonathan Neill
	Interim Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher Edwards, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Emerging Markets Horizon Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34/49313);

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2022
	/s/ Christopher Edwards
	Christopher Edwards
	Interim Chief Financial Officer
	(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Emerging Markets Horizon Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Jonathan Neill, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 14, 2022
	/s/ Jonathan Neill
	Jonathan Neill
	Interim Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Emerging Markets Horizon Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Christopher Edwards, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 14, 2022
	/s/ Christopher Edwards
	Christopher Edwards
	Interim Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity Registrant Name	EMERGING MARKETS HORIZON CORP.
Entity Central Index Key	0001865533
Entity Incorporation, State or Country Code	E9
Entity File Number	001-41136
Entity Tax Identification Number	98-1607027
Entity Address, Address Line One	8th Floor, Berkeley Square House Berkeley Square
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W1J 6DB
City Area Code	44
Local Phone Number	20 7647 9100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant to acquire one Class A ordinary share
Trading Symbol	HORIU
Security Exchange Name	NASDAQ
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	HORI
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		28,750,000
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	HORIW
Security Exchange Name	NASDAQ
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500

XML

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets
Cash	$ 38,508	$ 503,187
Other receivables	0	12,500
Prepaid expenses - current	296,709	584,866
Total Current Assets	335,217	1,100,553
Investments held in Trust Account	295,009,088	293,251,371
Prepaid expenses - non-current	0	116,668
Total Assets	295,344,305	294,468,592
Current Liabilities
Accounts payable and accrued expenses	199,337	133,563
Due to related party	45,000	0
Income tax payable	193,439	0
Working capital loan - related party	561,996	0
Total Current Liabilities	999,772	133,563
Warrant liabilities	2,337,500	13,881,250
Deferred underwriting commissions payable	10,062,500	10,062,500
Total Liabilities	13,399,772	24,077,313
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 28,750,000 shares (at a redemption value of $10.26 and $10.20 per share, respectively) at September 30, 2022 and December 31,2021	294,815,649	293,251,371
Shareholders' Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021	0	0
Accumulated deficit	(12,871,835)	(22,860,811)
Total Shareholders' Deficit	(12,871,116)	(22,860,092)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	295,344,305	294,468,592
Class A Ordinary Shares [Member]
Shareholders' Deficit
Common stock	0	0
Class B Ordinary Shares [Member]
Shareholders' Deficit
Common stock	$ 719	$ 719

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Shareholders' Deficit
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Ordinary Shares [Member]
LIABILITIES AND SHAREHOLDERS DEFICIT
Ordinary share, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares subject to possible redemption (in shares)	28,750,000	28,750,000
Ordinary shares subject to possible redemption, redemption price (in dollars per share)	$ 10.26	$ 10.2
Shareholders' Deficit
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	300,000,000	300,000,000
Ordinary shares, shares issued (in shares)	0	0
Ordinary shares, shares outstanding (in shares)	0	0
Class B Ordinary Shares [Member]
Shareholders' Deficit
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	30,000,000	30,000,000
Ordinary shares, shares issued (in shares)	7,187,500	7,187,500
Ordinary shares, shares outstanding (in shares)	7,187,500	7,187,500

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended			5 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021		Sep. 30, 2021		Sep. 30, 2022
Loss from Operations [Abstract]
Formation and operating costs	$ 306,705	$ 0		$ 3,471		$ 1,554,774
Loss from operations	(306,705)	0		(3,471)		(1,554,774)
Other income:
Change in fair value of warrant liabilities	233,750	0		0		11,543,750
Income earned on investments held in Trust Account	1,324,804	0		0		1,757,717
Total other income, net	1,558,554	0		0		13,301,467
Income (loss) before income taxes	1,251,849	0		(3,471)		11,746,693
Income tax provision	193,439	0		0		193,439
Net Income (Loss)	$ 1,058,410	$ 0		$ (3,471)		$ 11,553,254
Class A Redeemable Common Stock [Member]
Other income:
Weighted average shares outstanding, basic (in shares)	28,750,000	0		0		28,750,000
Weighted average shares outstanding, diluted (in shares)	28,750,000	0		0		28,750,000
Basic net income (loss) per share (in dollars per share)	$ 0.03	$ 0		$ 0		$ 0.32
Diluted net income (loss) per share (in dollars per share)	$ 0.03	$ 0		$ 0		$ 0.32
Class B Non-redeemable Common Stock [Member]
Other income:
Net Income (Loss)	$ 1,058,410	$ 0		$ (3,471)		$ 11,553,254
Weighted average shares outstanding, basic (in shares)	7,187,500	6,250,000	[1]	6,250,000	[1]	7,187,500
Weighted average shares outstanding, diluted (in shares)	7,187,500	6,250,000	[1]	6,250,000	[1]	7,187,500
Basic net income (loss) per share (in dollars per share)	$ 0.03	$ 0		$ 0		$ 0.32
Diluted net income (loss) per share (in dollars per share)	$ 0.03	$ 0		$ 0		$ 0.32

[1] Amounts for the three months ended September 30, 2021 and the period from May 6, 2021 (inception) through September 30, 2021 exclude an aggregate of 937,500 Class B ordinary shares that were subject to forfeiture if the overallotment option was not exercised in full or in part by the underwriters. Upon the closing of the Initial Public Offering, the overallotment was fully exercised and these shares were no longer subject to forfeiture.

XML

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical)	Sep. 30, 2021 shares
Class B Non-redeemable Common Stock [Member]
Weighted Average Number of Shares Outstanding [Abstract]
Number of shares subject to forfeiture (in shares)	937,500

XML

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY - USD ($)	Ordinary Shares [Member] Class B [Member]	Additional Paid in Capital [Member]	Accumulated Deficit [Member]	Total	Class B [Member]
Beginning balance at May. 05, 2021	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at May. 05, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsor	$ 719	24,281	0	25,000
Issuance of Class B ordinary shares to Sponsor (in shares)	7,187,500
Net income (loss)	$ 0	0	(3,471)	(3,471)
Ending balance at Jun. 30, 2021	$ 719	24,281	(3,471)	21,529
Ending balance (in shares) at Jun. 30, 2021	7,187,500
Beginning balance at May. 05, 2021	$ 0	0	0	0
Beginning balance (in shares) at May. 05, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on Class A ordinary shares subject to possible redemption				0
Net income (loss)				(3,471)	$ (3,471)
Ending balance at Sep. 30, 2021	$ 719	24,281	(3,471)	21,529
Ending balance (in shares) at Sep. 30, 2021	7,187,500
Beginning balance at May. 05, 2021	$ 0	0	0	0
Beginning balance (in shares) at May. 05, 2021	0
Ending balance at Dec. 31, 2021	$ 719	0	(22,860,811)	(22,860,092)
Ending balance (in shares) at Dec. 31, 2021	7,187,500
Beginning balance at Jun. 30, 2021	$ 719	24,281	(3,471)	21,529
Beginning balance (in shares) at Jun. 30, 2021	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 0	0	0	0	0
Ending balance at Sep. 30, 2021	$ 719	24,281	(3,471)	21,529
Ending balance (in shares) at Sep. 30, 2021	7,187,500
Beginning balance at Dec. 31, 2021	$ 719	0	(22,860,811)	(22,860,092)
Beginning balance (in shares) at Dec. 31, 2021	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on Class A ordinary shares subject to possible redemption	$ 0	0	(26,671)	(26,671)
Net income (loss)	0	0	9,557,783	9,557,783
Ending balance at Mar. 31, 2022	$ 719	0	(13,329,699)	(13,328,980)
Ending balance (in shares) at Mar. 31, 2022	7,187,500
Beginning balance at Dec. 31, 2021	$ 719	0	(22,860,811)	(22,860,092)
Beginning balance (in shares) at Dec. 31, 2021	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on Class A ordinary shares subject to possible redemption				(1,564,278)
Net income (loss)				11,553,254	11,553,254
Ending balance at Sep. 30, 2022	$ 719	0	(12,871,835)	(12,871,116)
Ending balance (in shares) at Sep. 30, 2022	7,187,500
Beginning balance at Mar. 31, 2022	$ 719	0	(13,329,699)	(13,328,980)
Beginning balance (in shares) at Mar. 31, 2022	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on Class A ordinary shares subject to possible redemption	$ 0	0	(406,242)	(406,242)
Net income (loss)	0	0	937,061	937,061
Ending balance at Jun. 30, 2022	$ 719	0	(12,798,880)	(12,798,161)
Ending balance (in shares) at Jun. 30, 2022	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on Class A ordinary shares subject to possible redemption	$ 0	0	(1,131,365)	(1,131,365)
Net income (loss)	0	0	1,058,410	1,058,410	$ 1,058,410
Ending balance at Sep. 30, 2022	$ 719	$ 0	$ (12,871,835)	$ (12,871,116)
Ending balance (in shares) at Sep. 30, 2022	7,187,500

XML

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022
Cash flows from Operating Activities:
Net income (loss)	$ 1,058,410	$ (3,471)	$ 11,553,254
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities		0	(11,543,750)
Income earned on investments held in Trust Account	(1,324,804)	0	(1,757,717)
Changes in operating assets and liabilities:
Other receivables		(2,903)	0
Prepaid expenses and other current assets		0	417,325
Deferred offering costs		(189,241)	0
Accounts payable and accrued expenses		0	65,774
Income tax payable		0	193,439
Due to related party		0	45,000
Net cash used in operating activities		(195,615)	(1,026,675)
Cash flows from Financing Activities:
Net cash provided by financing activities		275,000	561,996
Net Change in Cash		79,385	(464,679)
Cash - Beginning of period		0	503,187
Cash - End of period	38,508	79,385	38,508
Supplemental Disclosures of Noncash Financing Activities
Remeasurement adjustment on Class A ordinary shares subject to possible redemption	$ 1,131,365	0	1,564,278
Deferred offering costs included in accrued offering costs		215,994	0
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B ordinary shares to the Sponsor		25,000	0
Working Capital Loans [Member]
Cash flows from Financing Activities:
Proceeds from related party		0	561,996
Promissory Note [Member]
Cash flows from Financing Activities:
Proceeds from related party		$ 275,000	$ 0

XML

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

9 Months Ended

Sep. 30, 2022

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Emerging Markets Horizon Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 6, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The information contained within this quarterly report on Form 10-Q (this “Report”) should be read in conjunction with the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on September 12, 2022 (the “Annual Report”).

On May 11, 2021, EM Horizon Investments (the “Prior Sponsor”) purchased 7,187,500 Class B ordinary shares of the Company in a private placement. On December 8, 2021, the Prior Sponsor transferred 12,500 Class B ordinary shares to each of the Company’s independent directors and, on June 8, 2022, it transferred its remaining 7,150,000 Class B ordinary shares to our current sponsor, New Emerging Markets Horizon (the “Sponsor”).

The Sponsor is controlled by FPP Capital Advisers (“FPP”), an affiliate of FPP Asset Management LLP (“FPP AM”). Prior to June 8, 2022, the Company’s sponsor was the Prior Sponsor, which at its inception was controlled by FPP, Riccardo Orcel and Nevsky Properties Limited (“Nevsky Properties”), which is in turn controlled by VTB. Following the imposition of sanctions relating to Russia by the United States and other jurisdictions, including blocking sanctions against VTB as well as entities owned 50 percent or more, directly or indirectly, by VTB, we and the Prior Sponsor implemented certain remedial measures. On March 23, 2022, Nevsky Properties relinquished, irrevocably and in perpetuity, its interest in the Sponsor to the fullest extent permitted by law and such interest was blocked by the Sponsor such that it no longer conferred under any circumstances any economic or voting rights upon Nevsky Properties. In addition, following certain other changes in management effective on the same date, neither the Company nor its Prior Sponsor employed, had on its board of directors or received any services from any employees, representatives or affiliates of VTB. The Prior Sponsor was controlled solely by FPP as of April 21, 2022, when Mr. Orcel agreed to suspend indefinitely his voting and management rights in the Prior Sponsor, though he remained a non-voting member and Nevsky Properties formally remained on the Prior Sponsor’s register of members due to certain restrictions under applicable Cayman Islands law.

On June 8, 2022, the Company’s Prior Sponsor and Sponsor entered into a novation agreement, whereby the Prior Sponsor transferred all of its rights and obligations under each of the contracts to which it was a party to the Sponsor, and a securities transfer agreement, whereby the Company’s Prior Sponsor transferred all of its founder shares and private placement warrants to the Sponsor. While the Company’s Sponsor remains controlled solely by FPP and Mr. Orcel remains a non-voting member, Nevsky Properties is not on its register of members.

The Company intends to pursue a business combination with a target company in any stage of its corporate evolution. The Company intends to focus on identifying high growth technology and consumer-exposed businesses in Western Europe, Central & Eastern Europe (“CEE”), the Commonwealth of Independent States (the “CIS”) (excluding Russia and Belarus) or Latin America. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2022, the Company had not commenced any operations. All activity for the period from May 6, 2021 (inception) through September 30, 2022 relates to the Company’s formation, its initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of investment income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2021. On December 13, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, which includes the full exercise of the underwriters’ over-allotment option (see Note 3), and the sale of 9,000,000 warrants (the “Private Placement Warrants”), which includes the full exercise of the underwriters’ over-allotment option, at a price of $1.50 per Private Placement Warrant in a private placement to the Prior Sponsor that closed simultaneously with the Initial Public Offering (see Note 3). The Prior Sponsor transferred its 9,000,000 Private Placement Warrants to the Sponsor on June 8, 2022.

Transaction costs amounted to $16,662,992 consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees payable (which are included in the balance held in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”)), and $850,492 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering on December 13, 2021, an amount of $293,250,000 ($10.20 per Unit), using the net proceeds from the sale of Units and the Private Placement Warrants, was placed in the Trust Account. The funds in the Trust Account are invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company will provide its holders of the outstanding public shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.20 per share), calculated as of two business days prior to the completion of a Business Combination, including interest. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares have been recorded at redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by March 13, 2023 (or June 13, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Business Combination within 15 months from the closing of Initial Public Offering but have not completed the Business Combination within such 15-month period), and (c) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until March 13, 2023 (or June 13, 2023, as applicable), as such period may be extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Island law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of September 30, 2022, the Company had cash held outside of the Trust Account of $38,508 and a working capital deficit, excluding income tax accruals, of $471,116. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of September 30, 2022, will not be sufficient to allow the Company to operate through the end of the Combination Period. While the Company expects to have sufficient access to additional sources of capital under Working Capital Loans (as defined in Note 5) pursuant to a promissory note with the Sponsor, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available, if necessary.

In addition, the end of the Combination Period will occur prior to one year after the issuance of these financial statements. Although the Company is continuing its pursuit of potential targets for an initial business combination, there is no assurance that the Company’s plans to consummate a Business Combination will be successful during the Combination Period. As outlined in the Company’s certificate of incorporation, if the Company does not complete, or have an agreement in principle or a definitive agreement, for a business combination by the end of the Combination Period, the Company will cease operations and redeem its public shares through a wind-up of the Company and liquidation.

Both of these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these condensed financial statements were issued. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Risks and Uncertainties

COVID-19

Management is currently evaluating the impact of the COVID-19 pandemic on the target industries 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Global Risks

The Company is focused on identifying high-growth technology and consumer-exposed businesses in Western Europe, CEE, the CIS (excluding Russia and Belarus) or Latin America. The recent actions by Russia against Ukraine and subsequent sanctions against Russia, Belarus and related individuals and entities have created global security concerns that could have a lasting impact on regional and global economies (see additional information below). In response to the imposition of such sanctions, the Company has adjusted its target region to exclude Russia and Belarus.

In February 2022, the Russian Federation and Belarus commenced military action with the country of Ukraine.  As a result of this action, various nations have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements, and the Company is evaluating their specific impacts on the Company’s ability to pursue a Business Combination within Western Europe, CEE, the CIS (excluding Russia and Belarus) or Latin America.

Changes in Management

On March 23, 2022, the Board of Directors appointed Jonathan Neill as our Chief Financial Officer (“CFO”) and a director, effective March 23, 2022. On March 23, 2022, the Board of Directors accepted the resignation of Bernard Abdelmalak as CFO and a director, effective March 23, 2022. There were no disagreements, no arguments, no conflicts and no disputes with our officers, directors, auditors and other professional service providers in connection with Mr. Abdelmalak’s decision to step down as CFO and director.

On April 21, 2022, the Board of Directors accepted the resignation of Riccardo Orcel as our Chief Executive Officer (“CEO”) and director, effective April 21, 2022. On April 21, 2022, the Board of Directors appointed Jonathan Neill as our interim CEO, effective April 21, 2022. Concurrently with his appointment as interim CEO, Mr. Neill resigned from his position as CFO but remained a director. On April 21, 2022, the Board of Directors appointed Christopher Edwards as our interim CFO and director, effective April 21, 2022. There were no disagreements, no arguments, no conflicts and no disputes with our officers, directors, auditors and other professional service providers in connection with Mr. Orcel’s decision to step down as CEO and director.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in conformity 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 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 Annual Report, which contains the audited financial statements and notes thereto. 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 period.

Emerging Growth Company

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 independent registered public accounting firm 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 statement 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 expenses during the reporting period.

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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those and other 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 cash of $38,508 and $503,187 as of September 30, 2022 and December 31, 2021, respectively. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the Company had $295.0 million and $293.3 million, respectively, in investments held in the Trust Account.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption 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 a component of shareholders’ deficit. The Company’s Class A 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, at September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption in the amount of $294.8 million and $293.3 million, respectively, are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A ordinary 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 a measurement adjustment from initial book value to redemption value. The changes in the carrying value of redeemable Class A ordinary shares result in charges against additional paid-in capital and accumulated deficit.

The activity in Class A ordinary shares subject to possible redemption for the period from May 6, 2021 (inception) through December 31, 2021 and the nine months ended September 30, 2022 is as follows:

Class A ordinary shares subject to possible redemption at May 6, 2021 (inception)	$	—
Gross proceeds from the sale of Class A ordinary shares in IPO		287,500,000
Less:
Fair value of Public Warrants at issuance		(17,968,750	)
Issuance costs on Class A ordinary shares		(15,591,299	)
Plus:
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		39,311,420
Class A ordinary shares subject to possible redemption at December 31, 2021		293,251,371
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		1,564,278
Class A ordinary shares subject to possible redemption at September 30, 2022	$	294,815,649

The Class B ordinary shares are classified as a component of shareholders’ deficit since they are not subject to possible redemption outside of the Company’s control. At September 30, 2022, the Class A ordinary shares subject to possible redemption are net of $193,439 in income taxes payable that will be eligible for payment out of proceeds from the Trust Account.

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.

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 recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 or December 31, 2021. 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 is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

However, based on the United Kingdom (UK) tax regulations, considering the Company’s current and expected presence in the country, it is subject to UK income tax with respect to income derived from its activities beginning in the third quarter of 2022. As part of the development of its operations in the country, the Company is in the process of registering with the UK tax authorities in order to comply with the respective tax obligations for conducting business in the country. As such, the Company’s tax provision was $193,439 for the three and nine months ended September 30, 2022. The effective tax rate of 15.5% was lower than the UK statutory rate of 19%, primarily due to the permanent exclusion of the change in fair value of warrant liabilities from taxable income.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account 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 issuance 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.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Warrant Liabilities

The Company accounts for warrants as liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC Topic 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 common shares and whether the warrant 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, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and adjusted to fair value at each balance sheet date thereafter. Based on its assessment, the Company accounts for its warrants as liability-classified.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The warrants are exercisable to purchase 9,000,000 shares of common stock in the aggregate.

The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for redeemable common stock is calculated by dividing the proportional amount of net income (loss) by the weighted average number of redeemable common shares outstanding during the period.

Net income (loss) per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income (loss) attributable to redeemable common stock, by the weighted average number of non-redeemable common shares outstanding during the period. Non-redeemable common stock includes the Founder Shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted income (loss) per common share for the three months ended September 30, 2022 and 2021, the nine months ended September 30, 2022 and the period from May 6, 2021 (inception) through September 30, 2021:

	Three Months ended September 30,					Nine Months ended September 30,			Period from May 6, 2021 (inception) through September 30,
	2022			2021		2022			2021
Common shares subject to possible redemption
Numerator: Net income allocable to common shares subject to possible redemption	$	846,728		$	—	$	9,242,603		$	—
Denominator: Weighted average Class A redeemable common shares
Weighted average Class A redeemable common shares outstanding, basic and diluted		28,750,000			—		28,750,000			—
Basic and diluted net income per share, Class A redeemable common stock	$	0.03		$	—	$	0.32		$	—
Non-redeemable common stock
Numerator: Net income (loss) minus redeemable net income
Net income (loss)	$	1,058,410		$	—	$	11,553,254		$	(3,471	)
Less: redeemable net income		(846,728	)		—		(9,242,603	)		—
Non-redeemable net income (loss)	$	211,682		$	—	$	2,310,651		$	(3,471	)
Denominator: Weighted average Class B non-redeemable common shares
Weighted average Class B non-redeemable common shares outstanding, basic(1)		7,187,500			6,250,000		7,187,500			6,250,000
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.03		$	—	$	0.32		$	—

(1) Amounts for the three months ended September 30, 2021 and the period from May 6, 2021 (inception) through September 30, 2021 exclude an aggregate of 937,500 Class B ordinary shares that were subject to forfeiture if the overallotment option was not exercised in full or in part by the underwriters. Upon the closing of the Initial Public Offering, the overallotment was fully exercised and these shares were no longer subject to forfeiture.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

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INITIAL PUBLIC OFFERING

9 Months Ended

Sep. 30, 2022

INITIAL PUBLIC OFFERING [Abstract]

INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, including 3,750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share of the Company and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 7).

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PRIVATE PLACEMENT

9 Months Ended

Sep. 30, 2022

PRIVATE PLACEMENT [Abstract]

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

Upon the closing of the Initial Public Offering, the underwriters fully exercised their over-allotment option.  The Sponsor and underwriters purchased 9,000,000 warrants (including 1,000,000 warrants issued pursuant to the full exercise by the underwriters of their over-allotment), at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $13,500,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

A portion of the gross proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account, while the remaining proceeds were used for working capital purposes. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Subject to certain limitations, the Sponsor, officers, directors and underwriters have agreed to not transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the Company’s Initial Public Offering.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

RELATED PARTY TRANSACTIONS [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On May 11, 2021, the Prior Sponsor purchased 7,187,500 Class B ordinary shares of the Company (the “Founder Shares”), including an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ overallotment was not exercised in full or in part, for an aggregate purchase price of $25,000, which covered deferred offering costs paid directly by the Prior Sponsor. Upon the completion of the Initial Public Offering on December 13, 2021, the underwriters fully exercised their over-allotment option and therefore 937,500 Founder Shares are no longer subject to forfeiture. On December 8, 2021, the Prior Sponsor transferred 12,500 Class B ordinary shares to each of the Company’s independent directors and, on June 8, 2022, it transferred its remaining 7,150,000 Class B ordinary shares to the Sponsor.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination, and (ii) subsequent to the Business Combination, (A) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company is party to an agreement to pay the Sponsor a total of up to $5,000 per month for business and administrative support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees, to the extent they have been incurred. For the three and nine months ended September 30, 2022, the Company incurred $15,000 and $45,000 in administrative support services, respectively, resulting in $45,000 due to related party as of September 30, 2022.

Promissory Note —Related Party

On May 13, 2021, the Prior Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The Company borrowed a total of $275,000 under the Note during 2021, of which $122,000 was borrowed during the period from May 6, 2021 (inception) through September 30, 2021, and, on December 13, 2021, the Company repaid $275,000 using proceeds from the Initial Public Offering to pay off the borrowings outstanding under the Note.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may enter into agreements to loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest.

On September 9, 2022, the Company entered into a Working Capital Loan with the Sponsor in the form of a promissory note (the “2022 Note”). Pursuant to the 2022 Note, the Company may borrow from the Sponsor, from time to time, up to an aggregate of $1,500,000. Borrowings under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) the effective date of our Business Combination or (ii) the date that the winding up of the Company becomes effective. The 2022 Note contains customary events of default, including those relating to our failure to repay the principal amount due upon maturity of the 2022 Note and certain bankruptcy events. On September 1, 2022, the Company drew $561,996 under the 2022 Note, the proceeds of which were used to settle outstanding invoices from various service providers. As of September 30, 2022, $561,996 was outstanding under the 2022 Note.

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COMMITMENTS

9 Months Ended

Sep. 30, 2022

COMMITMENTS [Abstract]

COMMITMENTS

NOTE 6 — COMMITMENTS

Registration Rights

The holders of the Founder Shares and the Private Placement Warrants (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. A contingent obligation would be recognized once a demand is received, as the amount of the contingency could then be reasonably estimated. As of September 30, 2022, the Company has not recorded a registration right contingent obligation, as no demands have come forth.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.  The underwriters fully exercised their over-allotment option upon the closing of the Initial Public Offering.

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,750,000 in the aggregate, upon the closing of the Initial Public Offering. The underwriters are also entitled to a deferred fee of $0.35 per Unit, or $10,062,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

In addition to the underwriting discount, the Company has agreed to pay for the FINRA-related fees and expenses of the underwriters’ legal counsel and certain diligence and other fees. The Company will also reimburse the underwriters for background checks on our directors, director nominees and executive officers.

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SHAREHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2022

SHAREHOLDERS' DEFICIT [Abstract]

SHAREHOLDERS' DEFICIT

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2022, there were no shares of preferred stock issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue up to 300,000,000 Class A ordinary shares, par value $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote per share. At September 30, 2022, there were 28,750,000 Class A ordinary shares issued and outstanding. The Company’s Class A ordinary shares are considered conditionally redeemable shares and are classified as temporary equity in accordance with guidance under ASC 480.

Class B Ordinary Shares — The Company is authorized to issue up to 30,000,000 Class B ordinary shares, par value $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote per share. At September 30, 2022, there were 7,187,500 Class B ordinary shares issued and outstanding.

Upon the consummation of the IPO, the Prior Sponsor transferred 12,500 Class B shares to each of the Company’s three independent directors (the “Transferred Shares”). The Transferred Shares were evaluated under ASC 718, “Stock Compensation” (“ASC 718”) for potential recording of stock-based compensation. The Company determined that the Transferred Shares are equity-classified awards that would only be recognized when it is probable that a Business Combination will occur. At the grant date of December 8, 2021, the 37,500 Transferred Shares had a fair value of $6.50 per share, with total estimated fair value of $243,750.

Prior to the consummation of a Business Combination, only holders of Class B ordinary shares have the right to vote on the election of directors. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination (excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination). In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

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WARRANT LIABILITY

9 Months Ended

Sep. 30, 2022

WARRANT LIABILITY [Abstract]

WARRANT LIABILITY

NOTE 8 — WARRANT LIABILITY

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the company fails to have maintained an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.01 per Public Warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

• in whole and not in part;

• at $0.10 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the reference value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) and the Private Placement warrants are called for redemption on the same terms as the outstanding Public Warrants.

During the 30-day redemption period, each warrant holder may elect to exercise their warrants on a cashless basis and receive a number of ordinary shares as defined in the warrant agreement, based on the redemption date and the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption is sent to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company accounts for the 23,375,000 warrants issued in connection with the Initial Public Offering (consisting of 14,375,000 Public Warrants and 9,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2022

FAIR VALUE MEASUREMENTS [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period-end, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.  In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement at December 31, 2021 to a Level 1 fair value measurement at March 31, 2022, the quarter in which the Public Warrants were separately listed and traded, and subsequently transferred to a Level 2 measurement during the quarter ended September 30, 2022 due to low trading volume.

The following tables present information about the Company’s assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicate the level in the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

At September 30, 2022	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	295,009,088	$	—	$	—
Liabilities:
Public Warrants	$	—	$	1,437,500	$	—
Private Placement Warrants		—		—		900,000
Total warrant liabilities	$	—	$	1,437,500	$	900,000

At December 31, 2021	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	293,251,371	$	—	$	—
Liabilities:
Public Warrants	$	—	$	—	$	8,481,250
Private Placement Warrants		—		—		5,400,000
Total warrant liabilities	$	—	$	—	$	13,881,250

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the entire balance in the Trust Account of $295.0 million and $293.3 million, respectively, was held in marketable securities. At September 30, 2022, the Company had $193,439 in income taxes payable that will be eligible for payment out of proceeds from the Trust Account.

Warrant Liabilities

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company has classified both the Public Warrants and Private Placement Warrants as liabilities at their fair value, as determined by the valuation techniques noted below. These liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

The estimated fair value of the Public Warrants at September 30, 2022 was based upon Level 1 inputs as such warrants were actively traded on an exchange. The estimated fair value of the Public Warrants at December 31, 2021 and Private Placement Warrants at September 30, 2022 and December 31, 2021 was determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies’ common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero.

The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2022:

	Private Placement Warrants
Exercise price	$	11.50
Share price	$	10.00
Volatility		0.4	%
Expected term (years)		3.6
Risk-free rate		4.19	%
Dividend yield		—	%

The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021:

	Public Warrants			Private Placement Warrants
Exercise price	$	11.50		$	11.50
Share price	$	9.71		$	9.71
Volatility		11.0	%		11.0	%
Expected term (years)		6.0			6.0
Risk-free rate		1.35	%		1.35	%
Dividend yield		—	%		—	%

The change in fair value of the warrant liabilities classified as Level 3 during the nine months ended September 30, 2022 is summarized as follows:

	Public Warrants			Private Placement Warrants
Warrant liabilities at December 31, 2021	$	8,481,250		$	5,400,000
Transfer out to Level 1(1)		(8,481,250	)		—
Change in fair value of warrant liabilities		—			(4,500,000	)
Warrant liabilities at September 30, 2022	$	—		$	900,000

(1) Subsequently transferred from Level 1 to Level 2 during the quarter ended September 30, 2022.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 14, 2022, the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in conformity 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 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 Annual Report, which contains the audited financial statements and notes thereto. 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 period.

Use of Estimates

Use of Estimates

The preparation of the financial statement 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 expenses during the reporting period.

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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those and other estimates.

Cash and Cash Equivalents

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 cash of $38,508 and $503,187 as of September 30, 2022 and December 31, 2021, respectively. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the Company had $295.0 million and $293.3 million, respectively, in investments held in the Trust Account.

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption 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 a component of shareholders’ deficit. The Company’s Class A 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, at September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption in the amount of $294.8 million and $293.3 million, respectively, are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A ordinary 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 a measurement adjustment from initial book value to redemption value. The changes in the carrying value of redeemable Class A ordinary shares result in charges against additional paid-in capital and accumulated deficit.

The activity in Class A ordinary shares subject to possible redemption for the period from May 6, 2021 (inception) through December 31, 2021 and the nine months ended September 30, 2022 is as follows:

Class A ordinary shares subject to possible redemption at May 6, 2021 (inception)	$	—
Gross proceeds from the sale of Class A ordinary shares in IPO		287,500,000
Less:
Fair value of Public Warrants at issuance		(17,968,750	)
Issuance costs on Class A ordinary shares		(15,591,299	)
Plus:
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		39,311,420
Class A ordinary shares subject to possible redemption at December 31, 2021		293,251,371
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		1,564,278
Class A ordinary shares subject to possible redemption at September 30, 2022	$	294,815,649

The Class B ordinary shares are classified as a component of shareholders’ deficit since they are not subject to possible redemption outside of the Company’s control. At September 30, 2022, the Class A ordinary shares subject to possible redemption are net of $193,439 in income taxes payable that will be eligible for payment out of proceeds from the Trust Account.

Income Taxes

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.

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 recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 or December 31, 2021. 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 is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

However, based on the United Kingdom (UK) tax regulations, considering the Company’s current and expected presence in the country, it is subject to UK income tax with respect to income derived from its activities beginning in the third quarter of 2022. As part of the development of its operations in the country, the Company is in the process of registering with the UK tax authorities in order to comply with the respective tax obligations for conducting business in the country. As such, the Company’s tax provision was $193,439 for the three and nine months ended September 30, 2022. The effective tax rate of 15.5% was lower than the UK statutory rate of 19%, primarily due to the permanent exclusion of the change in fair value of warrant liabilities from taxable income.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value Measurements

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

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 issuance 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.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Warrant Liabilities

Warrant Liabilities

The Company accounts for warrants as liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC Topic 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 common shares and whether the warrant 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, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and adjusted to fair value at each balance sheet date thereafter. Based on its assessment, the Company accounts for its warrants as liability-classified.

Net Income (Loss) Per Common Share

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The warrants are exercisable to purchase 9,000,000 shares of common stock in the aggregate.

The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per common share. Net income (loss) per common share, basic and diluted, for redeemable common stock is calculated by dividing the proportional amount of net income (loss) by the weighted average number of redeemable common shares outstanding during the period.

Net income (loss) per common share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income (loss) attributable to redeemable common stock, by the weighted average number of non-redeemable common shares outstanding during the period. Non-redeemable common stock includes the Founder Shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted income (loss) per common share for the three months ended September 30, 2022 and 2021, the nine months ended September 30, 2022 and the period from May 6, 2021 (inception) through September 30, 2021:

	Three Months ended September 30,					Nine Months ended September 30,			Period from May 6, 2021 (inception) through September 30,
	2022			2021		2022			2021
Common shares subject to possible redemption
Numerator: Net income allocable to common shares subject to possible redemption	$	846,728		$	—	$	9,242,603		$	—
Denominator: Weighted average Class A redeemable common shares
Weighted average Class A redeemable common shares outstanding, basic and diluted		28,750,000			—		28,750,000			—
Basic and diluted net income per share, Class A redeemable common stock	$	0.03		$	—	$	0.32		$	—
Non-redeemable common stock
Numerator: Net income (loss) minus redeemable net income
Net income (loss)	$	1,058,410		$	—	$	11,553,254		$	(3,471	)
Less: redeemable net income		(846,728	)		—		(9,242,603	)		—
Non-redeemable net income (loss)	$	211,682		$	—	$	2,310,651		$	(3,471	)
Denominator: Weighted average Class B non-redeemable common shares
Weighted average Class B non-redeemable common shares outstanding, basic(1)		7,187,500			6,250,000		7,187,500			6,250,000
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.03		$	—	$	0.32		$	—

(1) Amounts for the three months ended September 30, 2021 and the period from May 6, 2021 (inception) through September 30, 2021 exclude an aggregate of 937,500 Class B ordinary shares that were subject to forfeiture if the overallotment option was not exercised in full or in part by the underwriters. Upon the closing of the Initial Public Offering, the overallotment was fully exercised and these shares were no longer subject to forfeiture.

Recent Accounting Standards

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Class A Ordinary Shares Subject to Possible Redemption

The activity in Class A ordinary shares subject to possible redemption for the period from May 6, 2021 (inception) through December 31, 2021 and the nine months ended September 30, 2022 is as follows:

Class A ordinary shares subject to possible redemption at May 6, 2021 (inception)	$	—
Gross proceeds from the sale of Class A ordinary shares in IPO		287,500,000
Less:
Fair value of Public Warrants at issuance		(17,968,750	)
Issuance costs on Class A ordinary shares		(15,591,299	)
Plus:
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		39,311,420
Class A ordinary shares subject to possible redemption at December 31, 2021		293,251,371
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value		1,564,278
Class A ordinary shares subject to possible redemption at September 30, 2022	$	294,815,649

Basic and Diluted Income (Loss) Per Common Share

The following table reflects the calculation of basic and diluted income (loss) per common share for the three months ended September 30, 2022 and 2021, the nine months ended September 30, 2022 and the period from May 6, 2021 (inception) through September 30, 2021:

	Three Months ended September 30,					Nine Months ended September 30,			Period from May 6, 2021 (inception) through September 30,
	2022			2021		2022			2021
Common shares subject to possible redemption
Numerator: Net income allocable to common shares subject to possible redemption	$	846,728		$	—	$	9,242,603		$	—
Denominator: Weighted average Class A redeemable common shares
Weighted average Class A redeemable common shares outstanding, basic and diluted		28,750,000			—		28,750,000			—
Basic and diluted net income per share, Class A redeemable common stock	$	0.03		$	—	$	0.32		$	—
Non-redeemable common stock
Numerator: Net income (loss) minus redeemable net income
Net income (loss)	$	1,058,410		$	—	$	11,553,254		$	(3,471	)
Less: redeemable net income		(846,728	)		—		(9,242,603	)		—
Non-redeemable net income (loss)	$	211,682		$	—	$	2,310,651		$	(3,471	)
Denominator: Weighted average Class B non-redeemable common shares
Weighted average Class B non-redeemable common shares outstanding, basic(1)		7,187,500			6,250,000		7,187,500			6,250,000
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.03		$	—	$	0.32		$	—

(1) Amounts for the three months ended September 30, 2021 and the period from May 6, 2021 (inception) through September 30, 2021 exclude an aggregate of 937,500 Class B ordinary shares that were subject to forfeiture if the overallotment option was not exercised in full or in part by the underwriters. Upon the closing of the Initial Public Offering, the overallotment was fully exercised and these shares were no longer subject to forfeiture.

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2022

FAIR VALUE MEASUREMENTS [Abstract]

Assets and Liabilities Measured at Fair Value

The following tables present information about the Company’s assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicate the level in the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

At September 30, 2022	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	295,009,088	$	—	$	—
Liabilities:
Public Warrants	$	—	$	1,437,500	$	—
Private Placement Warrants		—		—		900,000
Total warrant liabilities	$	—	$	1,437,500	$	900,000

At December 31, 2021	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	293,251,371	$	—	$	—
Liabilities:
Public Warrants	$	—	$	—	$	8,481,250
Private Placement Warrants		—		—		5,400,000
Total warrant liabilities	$	—	$	—	$	13,881,250

Level 3 Fair Value Measurements

The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2022:

	Private Placement Warrants
Exercise price	$	11.50
Share price	$	10.00
Volatility		0.4	%
Expected term (years)		3.6
Risk-free rate		4.19	%
Dividend yield		—	%

The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021:

	Public Warrants			Private Placement Warrants
Exercise price	$	11.50		$	11.50
Share price	$	9.71		$	9.71
Volatility		11.0	%		11.0	%
Expected term (years)		6.0			6.0
Risk-free rate		1.35	%		1.35	%
Dividend yield		—	%		—	%

Change in Fair Value of Warrant Liabilities

The change in fair value of the warrant liabilities classified as Level 3 during the nine months ended September 30, 2022 is summarized as follows:

	Public Warrants			Private Placement Warrants
Warrant liabilities at December 31, 2021	$	8,481,250		$	5,400,000
Transfer out to Level 1(1)		(8,481,250	)		—
Change in fair value of warrant liabilities		—			(4,500,000	)
Warrant liabilities at September 30, 2022	$	—		$	900,000

(1) Subsequently transferred from Level 1 to Level 2 during the quarter ended September 30, 2022.

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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, Summary (Details)					9 Months Ended
	Jun. 08, 2022 shares	Dec. 13, 2021 USD ($) $ / shares shares	Dec. 08, 2021 shares	May 11, 2021 shares	Sep. 30, 2022 USD ($) Business $ / shares	Dec. 31, 2021 USD ($)
Sale and Issuance of Equity [Abstract]
Transaction costs | $		$ 16,662,992
Underwriting fees | $		5,750,000
Deferred underwriting fees | $		10,062,500			$ 10,062,500	$ 10,062,500
Other offering costs | $		850,492
Minimum percentage of Trust Account equal to fair market value of business combination required					80.00%
Minimum required post transaction ownership percentage of acquired business					50.00%
Net proceeds deposited in Trust Account | $		$ 293,250,000
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares		$ 10.2			$ 10
Redemption price (in dollars per share) | $ / shares					$ 10.2
Period to prior to the completion of Business Combination					2 days
Net tangible asset threshold for redeeming Public Shares | $					$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent					15.00%
Period to complete business combination from closing of Initial Public Offering					15 months
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period					100.00%
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period					10 days
Amount of interest to pay dissolution expenses | $					$ 100,000
VTB Bank [Member]
Sale and Issuance of Equity [Abstract]
Ownership percentage					50.00%
Minimum [Member]
Sale and Issuance of Equity [Abstract]
Number of operating businesses included in Initial Business Combination | Business					1
Class B Ordinary Shares [Member] | Independent Director 1 [Member]
Sale and Issuance of Equity [Abstract]
Shares issued (in shares) | shares			12,500
Class B Ordinary Shares [Member] | Independent Director 2 [Member]
Sale and Issuance of Equity [Abstract]
Shares issued (in shares) | shares			12,500
Class B Ordinary Shares [Member] | Independent Director 3 [Member]
Sale and Issuance of Equity [Abstract]
Shares issued (in shares) | shares			12,500
Class B Ordinary Shares [Member] | Prior Sponsor [Member]
Sale and Issuance of Equity [Abstract]
Shares issued (in shares) | shares				7,187,500
Class B Ordinary Shares [Member] | Sponsor [Member]
Sale and Issuance of Equity [Abstract]
Shares issued (in shares) | shares	7,150,000
Initial Public Offering [Member] | Public Shares [Member]
Sale and Issuance of Equity [Abstract]
Units issued (in shares) | shares		28,750,000
Share price (in dollars per share) | $ / shares		$ 10
Private Placement [Member] | Private Placement Warrants [Member]
Sale and Issuance of Equity [Abstract]
Share price (in dollars per share) | $ / shares		$ 1.5
Warrants issued (in shares) | shares	9,000,000	9,000,000

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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, Liquidity and Going Concern (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Liquidity and Going Concern [Abstract]
Cash	$ 38,508	$ 503,187
Working capital deficit	$ (471,116)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash	$ 38,508	$ 503,187
Cash equivalents	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Investments Held in Trust Account (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Investments Held in Trust Account [Abstract]
Investments held in Trust Account	$ 295,009,088	$ 293,251,371

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Ordinary Shares Subject to Possible Redemption (Details) - USD ($)	3 Months Ended			5 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Dec. 31, 2021	Sep. 30, 2022	Dec. 13, 2021
Ordinary Shares Subject to Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption (in shares)			$ 293,251,371			$ 293,251,371
Issuance costs on Class A ordinary shares							$ (16,662,992)
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value	$ 1,131,365	$ 406,242	26,671	$ 0		1,564,278
Class A ordinary shares subject to possible redemption (in shares)	294,815,649				$ 293,251,371	294,815,649
Initial Public Offering [Member]
Ordinary Shares Subject to Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption (in shares)			$ 293,251,371	$ 0	0	293,251,371
Class A ordinary shares subject to possible redemption (in shares)	$ 294,815,649				293,251,371	294,815,649
Initial Public Offering [Member] | Class A Ordinary Shares [Member]
Ordinary Shares Subject to Possible Redemption [Abstract]
Gross proceeds from the sale of Class A ordinary shares in IPO					287,500,000
Issuance costs on Class A ordinary shares					(15,591,299)
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value					39,311,420	$ 1,564,278
Initial Public Offering [Member] | Public Warrants [Member]
Ordinary Shares Subject to Possible Redemption [Abstract]
Fair value of Public Warrants at issuance					$ (17,968,750)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Sep. 30, 2022
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0			$ 0	$ 0
Accrued interest and penalties				$ 0	0
Tax provision	$ 193,439	$ 0	$ 0		$ 193,439
UK [Member]
Income Taxes [Abstract]
Income tax effective tax rate					15.50%
Federal statutory rate					19.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income Per Common Share (Details) - USD ($)	2 Months Ended	3 Months Ended					5 Months Ended		9 Months Ended
	Jun. 30, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021		Sep. 30, 2021		Sep. 30, 2022
Net Income Per Common Share [Abstract]
Warrants exercisable to purchase of aggregate common stock (in shares)		9,000,000							9,000,000
Numerator [Abstract]
Net income (loss)	$ (3,471)	$ 1,058,410	$ 937,061	$ 9,557,783	$ 0		$ (3,471)		$ 11,553,254
Class A Redeemable Common Stock [Member]
Numerator [Abstract]
Net income allocable to common shares subject to possible redemption		$ 846,728			$ 0		$ 0		$ 9,242,603
Denominator [Abstract]
Basic weighted average common shares outstanding (in shares)		28,750,000			0		0		28,750,000
Diluted weighted average common shares outstanding (in shares)		28,750,000			0		0		28,750,000
Basic net income (loss) per share (in dollars per share)		$ 0.03			$ 0		$ 0		$ 0.32
Diluted net income (loss) per share (in dollars per share)		$ 0.03			$ 0		$ 0		$ 0.32
Class B Non-redeemable Common Stock [Member]
Numerator [Abstract]
Net income (loss)		$ 1,058,410			$ 0		$ (3,471)		$ 11,553,254
Net income allocable to common shares subject to possible redemption		(846,728)			0		0		(9,242,603)
Non-redeemable net income (loss)		$ 211,682			$ 0		$ (3,471)		$ 2,310,651
Denominator [Abstract]
Basic weighted average common shares outstanding (in shares)		7,187,500			6,250,000	[1]	6,250,000	[1]	7,187,500
Diluted weighted average common shares outstanding (in shares)		7,187,500			6,250,000	[1]	6,250,000	[1]	7,187,500
Basic net income (loss) per share (in dollars per share)		$ 0.03			$ 0		$ 0		$ 0.32
Diluted net income (loss) per share (in dollars per share)		$ 0.03			$ 0		$ 0		$ 0.32
Number of shares subject to forfeiture (in shares)					937,500		937,500

[1] Amounts for the three months ended September 30, 2021 and the period from May 6, 2021 (inception) through September 30, 2021 exclude an aggregate of 937,500 Class B ordinary shares that were subject to forfeiture if the overallotment option was not exercised in full or in part by the underwriters. Upon the closing of the Initial Public Offering, the overallotment was fully exercised and these shares were no longer subject to forfeiture.

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INITIAL PUBLIC OFFERING (Details)	Dec. 13, 2021 $ / shares shares
Initial Public Offering [Member] | Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	28,750,000
Share price (in dollars per share) | $ / shares	$ 10
Initial Public Offering [Member] | Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities included in each unit (in shares)	0.5
Exercise price of warrant (in dollars per share) | $ / shares	$ 11.5
Initial Public Offering [Member] | Class A Ordinary Shares [Member]
Initial Public Offering [Abstract]
Number of securities included in each unit (in shares)	1
Number of ordinary shares called by each warrant (in shares)	1
Over-Allotment Option [Member] | Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	3,750,000
Share price (in dollars per share) | $ / shares	$ 10

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PRIVATE PLACEMENT (Details) - USD ($)			9 Months Ended
	Jun. 08, 2022	Dec. 13, 2021	Sep. 30, 2022
Private Placement Warrants [Member]
Private Placement [Abstract]
Class of warrants, holding period			30 days
Private Placement [Member] | Class A Ordinary Shares [Member]
Private Placement [Abstract]
Number of ordinary shares called by each warrant (in shares)			1
Private Placement [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	9,000,000	9,000,000
Share price (in dollars per share)		$ 1.5
Proceeds from private placement of warrants		$ 13,500,000
Exercise price of warrant (in dollars per share)			$ 11.5
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)		1,000,000

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RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($)				9 Months Ended
	Jun. 08, 2022	Dec. 08, 2021	May 11, 2021	Sep. 30, 2022	Dec. 13, 2021	Sep. 30, 2021
Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Number of shares subject to forfeiture (in shares)						937,500
Class B Ordinary Shares [Member] | Independent Director 1 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Class B Ordinary Shares [Member] | Independent Director 2 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Class B Ordinary Shares [Member] | Independent Director 3 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Prior Sponsor [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)			7,187,500
Sponsor [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)	7,150,000
Founder Shares [Member]
Related Party Transactions [Abstract]
Number of shares subject to forfeiture (in shares)					937,500
Founder Shares [Member] | Minimum [Member]
Related Party Transactions [Abstract]
Period not to transfer, assign or sell shares				1 year
Founder Shares [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
Related Party Transactions [Abstract]
Share price threshold to transfer, assign or sell shares (in dollars per share)				$ 12
Threshold period after initial business combination				150 days
Founder Shares [Member] | Class B Ordinary Shares [Member] | Independent Director 1 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Founder Shares [Member] | Class B Ordinary Shares [Member] | Independent Director 2 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Founder Shares [Member] | Class B Ordinary Shares [Member] | Independent Director 3 [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		12,500
Founder Shares [Member] | Prior Sponsor [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)			7,187,500
Proceeds from issuance of common stock to Sponsor			$ 25,000
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Shares [Member]
Related Party Transactions [Abstract]
Number of trading days				20 days
Trading day threshold period				30 days
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)	7,150,000
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member]
Related Party Transactions [Abstract]
Number of shares subject to forfeiture (in shares)			937,500

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RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Due to related party	$ 45,000	$ 45,000	$ 0
Sponsor [Member] | Administrative Services Agreement [Member]
Related Party Transactions [Abstract]
Related party expenses	15,000	45,000
Due to related party	$ 45,000	45,000
Maximum [Member] | Sponsor [Member] | Administrative Services Agreement [Member]
Related Party Transactions [Abstract]
Monthly related party fee		$ 5,000

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RELATED PARTY TRANSACTIONS, Promissory Note (Details) - Sponsor [Member] - Promissory Note [Member] - USD ($)	Dec. 13, 2021	Dec. 31, 2021	Sep. 30, 2021	May 13, 2021
Related Party Transactions [Abstract]
Maximum aggregate amount of loan				$ 300,000
Amount borrowed		$ 275,000	$ 122,000
Repayment of outstanding promissory note	$ 275,000

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RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - USD ($)		5 Months Ended	9 Months Ended
	Sep. 01, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 09, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Amount outstanding			$ 561,996		$ 0
Working Capital Loans [Member]
Related Party Transactions [Abstract]
Amount drawn		$ 0	561,996
Sponsor or Affiliate of Sponsor or Certain Directors and Officers [Member] | Working Capital Loans [Member]
Related Party Transactions [Abstract]
Maximum aggregate amount of loan				$ 1,500,000
Amount drawn	$ 561,996
Amount outstanding			$ 561,996

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COMMITMENTS (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) Demand $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 13, 2021 USD ($)
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional units to cover over-allotments	45 days
Underwriting discount (in dollars per share) | $ / shares	$ 0.2
Underwriting discount | $	$ 5,750,000
Underwriters deferred fee (in dollars per share) | $ / shares	$ 0.35
Deferred underwriting commissions payable | $	$ 10,062,500	$ 10,062,500	$ 10,062,500
Maximum [Member]
Registration And Stockholder Rights [Abstract]
Number of demands eligible security holder can make | Demand	3
Underwriting Agreement [Abstract]
Additional units that can be purchased to cover over-allotments (in shares) | shares	3,750,000

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SHAREHOLDERS' DEFICIT, Preference Shares (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
SHAREHOLDERS' DEFICIT [Abstract]
Preference shares, shares authorized (in shares)	1,000,000	1,000,000
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares issued (in shares)	0	0
Preference shares, shares outstanding (in shares)	0	0

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SHAREHOLDERS' DEFICIT, Ordinary Shares (Details)		9 Months Ended
	Dec. 08, 2021 USD ($) $ / shares shares	Sep. 30, 2022 Vote Director $ / shares shares	Dec. 31, 2021 $ / shares shares
Shareholders' Deficit [Abstract]
Number of independent directors | Director		3
Fair value of transferred shares (in dollars per share) | $ / shares	$ 6.5
Estimated fair value | $	$ 243,750
Stock conversion percentage threshold		20.00%
Conversion of stock at the time of business combination (in shares)		1
Class A Ordinary Shares [Member]
Shareholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)		300,000,000	300,000,000
Ordinary shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Number of voting rights per share | Vote		1
Temporary equity, shares issued (in shares)		28,750,000
Temporary equity, shares outstanding (in shares)		28,750,000	28,750,000
Ordinary shares, shares issued (in shares)		0	0
Ordinary shares, shares outstanding (in shares)		0	0
Class B Ordinary Shares [Member]
Shareholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)		30,000,000	30,000,000
Ordinary shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Number of voting rights per share | Vote		1
Ordinary shares, shares issued (in shares)		7,187,500	7,187,500
Ordinary shares, shares outstanding (in shares)		7,187,500	7,187,500
Class B Ordinary Shares [Member] | Independent Directors [Member]
Shareholders' Deficit [Abstract]
Shares issued (in shares)	37,500
Class B Ordinary Shares [Member] | Independent Director 1 [Member]
Shareholders' Deficit [Abstract]
Shares issued (in shares)	12,500
Class B Ordinary Shares [Member] | Independent Director 2 [Member]
Shareholders' Deficit [Abstract]
Shares issued (in shares)	12,500
Class B Ordinary Shares [Member] | Independent Director 3 [Member]
Shareholders' Deficit [Abstract]
Shares issued (in shares)	12,500

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WARRANT LIABILITY (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Warrants [Abstract]
Period to exercise warrants after business combination	30 days
Period to exercise warrants after public offerings	12 months
Expiration period of warrants	5 years
Period for registration statement to become effective	60 days
Limitation period to transfer, assign or sell warrants	30 days
Maximum [Member]
Warrants [Abstract]
Number of days to file registration statement	20 days
Initial Public Offering [Member]
Warrants [Abstract]
Warrants outstanding (in shares) | shares	23,375,000
Class A Ordinary Shares [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 18
Trading day threshold period	20 days
Percentage of aggregate gross proceeds of issuance available for funding of initial business combination	60.00%
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price	115.00%
Class A Ordinary Shares [Member] | Additional Issue of Common Stock or Equity-linked Securities [Member] | Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.2
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price	180.00%
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Number of trading days	30 days
Trading day threshold period	20 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.1
Notice period to redeem warrants	30 days
Trading day period to calculate volume weighted average price following notice of redemption	10 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10
Public Warrants [Member] | Initial Public Offering [Member]
Warrants [Abstract]
Warrants outstanding (in shares) | shares	14,375,000
Private Placement Warrants [Member] | Initial Public Offering [Member]
Warrants [Abstract]
Warrants outstanding (in shares) | shares	9,000,000

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FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value (Details) - USD ($)	3 Months Ended		5 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Liabilities [Abstract]
Income Tax Expense (Benefit)	$ 193,439	$ 0	$ 0	$ 193,439
Quoted Prices in Active Markets (Level 1) [Member]
Assets [Abstract]
Investments held in Trust Account	295,009,088			295,009,088	$ 293,251,371
Liabilities [Abstract]
Total warrant liabilities	0			0	0
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	0			0	0
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	0			0	0
Significant Other Observable Inputs (Level 2) [Member]
Assets [Abstract]
Investments held in Trust Account	0			0	0
Liabilities [Abstract]
Total warrant liabilities	1,437,500			1,437,500	0
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	1,437,500			1,437,500	0
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	0			0	0
Significant Other Unobservable Inputs (Level 3) [Member]
Assets [Abstract]
Investments held in Trust Account	0			0	0
Liabilities [Abstract]
Total warrant liabilities	900,000			900,000	13,881,250
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	0			0	8,481,250
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Total warrant liabilities	$ 900,000			$ 900,000	$ 5,400,000

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FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurement Inputs (Details)	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurements [Abstract]
Expected term (years)	5 years
Exercise Price [Member] | Public Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input		11.5
Exercise Price [Member] | Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	11.5	11.5
Share Price [Member] | Public Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input		9.71
Share Price [Member] | Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	10	9.71
Volatility [Member] | Public Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input		0.11
Volatility [Member] | Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	0.004	0.11
Expected Term [Member] | Public Warrants [Member]
Fair Value Measurements [Abstract]
Expected term (years)		6 years
Expected Term [Member] | Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Expected term (years)	3 years 7 months 6 days	6 years
Risk Free Rate [Member] | Public Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input		0.0135
Risk Free Rate [Member] | Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0419	0.0135
Dividend Yield [Member] | Public Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input		0
Dividend Yield [Member] | Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0

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FAIR VALUE MEASUREMENTS, Change in Fair Value of Warrant Liabilities (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Unobservable Input Reconciliation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net
Public Warrants [Member]
Unobservable Input Reconciliation [Roll Forward]
Warrant liabilities, beginning of period	$ 8,481,250
Transfer out to Level 1	(8,481,250)	[1]
Change in fair value of warrant liabilities	0
Warrant liabilities, end of period	0
Private Placement Warrants [Member]
Unobservable Input Reconciliation [Roll Forward]
Warrant liabilities, beginning of period	5,400,000
Transfer out to Level 1	0	[1]
Change in fair value of warrant liabilities	(4,500,000)
Warrant liabilities, end of period	$ 900,000

[1] Subsequently transferred from Level 1 to Level 2 during the quarter ended September 30, 2022.

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SUBSEQUENT EVENTS (Details) - USD ($)	5 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Working Capital Loan [Member]
Related Party Loans [Abstract]
Proceeds from related party loan	$ 0	$ 561,996