Tuscan Holdings Corp. II (THCA) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information Line Items
Entity Registrant Name	TUSCAN HOLDINGS CORP. II
Trading Symbol	THCA
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		7,355,601
Amendment Flag	false
Entity Central Index Key	0001773087
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-38970
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3853706
Entity Address, Address Line One	135 E. 57th Street
Entity Address, Address Line Two	17th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(646)
Local Phone Number	948-7100
Title of 12(b) Security	Common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 172,267	$ 267,965
Other receivable	16	16
Prepaid expenses and other current assets	14,875	10,000
Total Current Assets	187,158	277,981
Marketable securities held in Trust Account	27,253,121	127,414,527
Total Assets	27,440,279	127,692,508
Current liabilities
Accounts payable and accrued expenses	436,133	624,663
Promissory notes – related parties	2,949,020	2,171,460
Redemption liability		31,596,178
Total Current Liabilities	3,385,153	34,392,301
Warrant liabilities	259,849	1,054,856
Total Liabilities	3,645,002	35,447,157
Commitments and Contingencies (Note 4)
Common stock subject to possible redemption, 2,618,101 and 9,307,645 shares at redemption value of $10.39 and $10.25 at September 30, 2022 and December 31, 2021, respectively	27,211,837	95,412,038
Stockholders’ Deficit
Preference stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding
Common stock, $0.0001 par value; 50,000,000 shares authorized; 4,737,500 shares issued and outstanding (excluding 2,618,101 and 9,307,645 shares subject to possible redemption) at September 30, 2022 and December 31, 2021, respectively	474	474
Accumulated deficit	(3,417,034)	(3,167,161)
Total Stockholders’ Deficit	(3,416,560)	(3,166,687)
Total Liabilities and Stockholders’ Deficit	$ 27,440,279	$ 127,692,508

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	2,618,101	9,307,645
Common stock subject to possible redemption, shares at redemption value (in Dollars per share)	$ 10.39	$ 10.25
Preference stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference stock, shares authorized	1,000,000	1,000,000
Preference stock, shares issued
Preference stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	4,737,500	4,737,500
Common stock, shares outstanding	4,737,500	4,737,500

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Operating and formation costs	$ 378,417	$ 222,865	$ 1,026,671	$ 700,631
Loss from operations	(378,417)	(222,865)	(1,026,671)	(700,631)
Other income:
Change in fair value of warrant liability	164,088	1,157,100	795,007	2,132,157
Interest earned on marketable securities held in Trust Account	122,725	17,677	170,785	56,316
Unrealized gains on marketable securities held in Trust Account		(15,769)
Total other income, net	286,813	1,159,008	965,792	2,188,473
Income (loss) before provision for income taxes	(91,604)	936,143	(60,879)	1,487,842
Provision for income taxes				(2,239)
Net income (loss)	$ (91,604)	$ 936,143	$ (60,879)	$ 1,485,603
Basic and diluted weighted average shares outstanding, Common stock (in Shares)	7,352,175	19,416,277	9,524,205	20,395,151
Basic and diluted net income (loss) per share, Common stock (in Dollars per share)	$ (0.01)	$ 0.05	$ (0.01)	$ 0.07

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Basic and diluted weighted average shares outstanding, Common stock	7,352,175	19,416,277	9,524,205	20,395,151
Basic and diluted net income (loss) per share, Common stock	$ (0.01)	$ 0.05	$ (0.01)	$ 0.07

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 474		$ (3,329,819)	$ (3,329,345)
Balance (in Shares) at Dec. 31, 2020	4,737,500
Remeasurement adjustment to amount subject to redemption			(178,225)	(178,225)
Net income (loss)			954,694	954,694
Balance at Mar. 31, 2021	$ 474		(2,553,350)	(2,552,876)
Balance (in Shares) at Mar. 31, 2021	4,737,500
Balance at Dec. 31, 2020	$ 474		(3,329,819)	(3,329,345)
Balance (in Shares) at Dec. 31, 2020	4,737,500
Net income (loss)				1,485,603
Balance at Sep. 30, 2021	$ 474		(2,672,947)	(2,672,473)
Balance (in Shares) at Sep. 30, 2021	4,737,500
Balance at Mar. 31, 2021	$ 474		(2,553,350)	(2,552,876)
Balance (in Shares) at Mar. 31, 2021	4,737,500
Remeasurement adjustment to amount subject to redemption			552,997	552,997
Net income (loss)			(405,234)	(405,234)
Balance at Jun. 30, 2021	$ 474		(2,405,587)	(2,405,113)
Balance (in Shares) at Jun. 30, 2021	4,737,500
Remeasurement adjustment to amount subject to redemption			(1,203,503)	(1,203,503)
Net income (loss)			936,143	936,143
Balance at Sep. 30, 2021	$ 474		(2,672,947)	(2,672,473)
Balance (in Shares) at Sep. 30, 2021	4,737,500
Balance at Dec. 31, 2021	$ 474		(3,167,161)	(3,166,687)
Balance (in Shares) at Dec. 31, 2021	4,737,500
Remeasurement adjustment to amount subject to redemption			259,247	259,247
Net income (loss)			(547,900)	(547,900)
Balance at Mar. 31, 2022	$ 474		(3,455,814)	(3,455,340)
Balance (in Shares) at Mar. 31, 2022	4,737,500
Balance at Dec. 31, 2021	$ 474		(3,167,161)	(3,166,687)
Balance (in Shares) at Dec. 31, 2021	4,737,500
Net income (loss)				(60,879)
Balance at Sep. 30, 2022	$ 474		(3,417,034)	(3,416,560)
Balance (in Shares) at Sep. 30, 2022	4,737,500
Balance at Mar. 31, 2022	$ 474		(3,455,814)	(3,455,340)
Balance (in Shares) at Mar. 31, 2022	4,737,500
Remeasurement adjustment to amount subject to redemption			(547,016)	(547,016)
Net income (loss)			578,625	578,625
Balance at Jun. 30, 2022	$ 474		(3,424,205)	(3,423,731)
Balance (in Shares) at Jun. 30, 2022	4,737,500
Remeasurement adjustment to amount subject to redemption			98,775	98,775
Net income (loss)			(91,604)	(91,604)
Balance at Sep. 30, 2022	$ 474		$ (3,417,034)	$ (3,416,560)
Balance (in Shares) at Sep. 30, 2022	4,737,500

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net (loss) income	$ (60,879)	$ 1,485,603
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of warrant liability	(795,007)	(2,132,157)
Interest earned on marketable securities held in Trust Account	(170,785)	(56,316)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(4,875)	2,000
Other receivable		9,679
Accounts payable and accrued expenses	(188,530)	239,378
Income tax payable		(132,220)
Net cash used in operating activities	(1,220,076)	(584,033)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account for working capital purposes	452,500
Cash withdrawn from Trust Account to pay franchise and income taxes	421,878	480,000
Cash withdrawn from Trust Account to redeeming stockholders	99,985,373	25,827,849
Extension contribution	(527,560)	(1,240,695)
Net cash provided by investing activities	100,332,191	25,067,154
Cash Flows from Financing Activities:
Proceeds from promissory notes - related parties	777,560	1,240,696
Redemption of common stock	(99,985,373)	(25,827,849)
Net cash used in financing activities	(99,207,813)	(24,587,153)
Net Change in Cash	(95,698)	(104,032)
Cash – Beginning	267,965	515,524
Cash – Ending	172,267	411,492
Non-cash investing and financing activities:
Remeasurement adjustment to amount subject to redemption	$ 188,994	$ 828,731

Description of Organization and

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 Tuscan Holdings Corp. II (the “Company”) is a blank check company incorporated in Delaware on March 5, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. 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 through September 30, 2022 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination and in connection therewith entering into the Merger Agreement (defined below) with the Surf Entities (defined below), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on July 11, 2019. On July 16, 2019, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 215,000 units (the “Private Units”) at a price of $10.00 per Private Unit and the sale of 2,150,000 warrants (the “Private Warrants” and, together with the Private Units, the “Private Securities”) at a price of $1.00 per Private Warrant in a private placement to Tuscan Holdings Acquisition II LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designees, generating gross proceeds of $4,300,000. Following the closing of the Initial Public Offering on July 16, 2019, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Securities was placed in a trust account (the “Trust Account”) which were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. On July 18, 2019, the underwriters exercised their over-allotment option in full, resulting in an additional 2,250,000 Units issued on July 19, 2019 for $22,500,000, less the underwriters’ discount of $450,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 22,500 Private Units at $10.00 per Private Unit and the sale of an additional 225,000 Private Warrants at $1.00 per Private Warrant, generating total proceeds of $450,000. A total of $22,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000. 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 Securities, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its stockholders 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income and other tax obligations and up to $250,000 per 12-month period for working capital requirements). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal 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 stockholder approval in connection with a Business Combination, the Company’s Sponsor and EarlyBirdCapital (and its designes) have agreed to vote their Founder Shares, Representative Shares, Private Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. The Sponsor and EarlyBirdCapital (and its designees) have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, Representative Shares and Private Shares if the Company fails to consummate a Business Combination, and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until December 31, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and such date is not otherwise extended by stockholder vote, 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 franchise and income taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware 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. 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 $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of 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 Insiders 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 Insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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. On April 14, 2021, the Company held a stockholder meeting to extend the date by which the Company has to consummate a Business Combination from April 16, 2021 to September 30, 2021. As part of the meeting, stockholders redeemed 2,558,740 shares of common stock for an aggregate cash balance of approximately $25,828,000. On September 28, 2021, the Company held a stockholder meeting to further extend the date by which the Company has to consummate a Business Combination from September 30, 2021 to December 31, 2021. As part of the meeting, stockholders redeemed 2,284,305 shares of common stock for an aggregate cash balance of approximately $23,059,000. As part of the extension meeting to extend the liquidation date to December 31, 2021, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 (such loan being referred to herein as the “Contribution”) for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $1,240,695 to the Company. On December 27, 2021, the Company held a stockholder meeting to further extend the date by which the Company has to consummate a Business Combination from December 31, 2021 to March 31, 2022. As part of the meeting, stockholders redeemed 3,099,310 shares of common stock for an aggregate cash balance of $31,596,178. As part of the extension meeting to extend the liquidation date to June 30, 2022, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $930,765 to the Company. On March 29, 2022, the Company held a stockholder meeting to further extend the date by which the Company has to consummate a Business Combination from March 31, 2022 to June 30, 2022. As part of the meeting, stockholders redeemed 6,650,144 shares of common stock for an aggregate cash balance of $67,982,003. Additionally, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $265,750 to the Company. The Contribution was non-interest bearing and repayable on the consummation of the Company’s Business Combination. These funds were received on April 1, 2022. On June 21, 2022, the Company held a stockholder meeting to further extend the date by which the Company has to consummate a Business Combination from June 30, 2022 to December 31, 2022. As part of the meeting, stockholders redeemed 39,400 shares of common stock for an aggregate cash balance of $407,192. Additionally, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor deposited an aggregate of $261,810 into the Company’s Trust Account on June 28, 2022. The Contribution was non-interest bearing and repayable on the consummation of the Company’s Business Combination. Going Concern Consideration As of September 30, 2022, the Company had $172,267 in its operating bank accounts and working capital deficit of $207,691, excluding the related party promissory note of $2,949,020, and Delaware franchise taxes payable of $41,284. The Company will need to raise additional capital through loans or additional investments from our initial stockholders, officers or directors. If the Company is unable to raise additional capital, obtain approval for an extension of the deadline or complete a Business Combination by December 31, 2022, then the Company will cease all operations except for the purpose of liquidating. The Company has until December 31, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by December 31, 2022, there will be a mandatory liquidation and subsequent dissolution. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. General Legal Matters A purported stockholder of the Company sent a demand letter (the “Demand”) alleging deficiencies and/or omissions in the Registration Statement on Form S-4 filed by Parentco with the SEC on October 24, 2022. The Demand seeks additional disclosures to remedy these purported deficiencies. The Company believes that the allegations in the Demand are meritless.

Summary of Significant Accounti

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 accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 22, 2022, 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 periods. 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 stockholder 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 statement 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 condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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 statements, 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 liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Cash and Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S Treasury Bills or as cash. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Warrant Liabilities The Company accounts for warrants in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. As the Private Warrants meet the definition of a derivative as contemplated in ASC 815, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed statements of operations. The Private Warrants for periods where no observable traded price was available are valued using a binomial lattice simulation model. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2022, the Common stock reflected in the condensed balance sheets are reconciled in the following table: Common stock subject to possible redemption as of December 31, 2020 174,281,305 Less: Public Shares Redeemed (80,482,623 ) Add: Remeasurement adjustment to amount subject to redemption 1,613,356 Common stock subject to possible redemption as of December 31, 2021 95,412,038 Less: Public Shares Redeemed (68,389,195 ) Add: Remeasurement adjustment to amount subject to redemption 188,994 Common stock subject to possible redemption as of September 30, 2022 $ 27,211,837 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.00% for the three months ended September 30, 2022, and 2021, respectively, and 0.00% and 0.15% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability, expenses related to the proposed Business Combination, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. The Company calculates earnings per share by allocating net (loss) income to a single class of common stock. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,118,750 shares of common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income $ (91,604 ) $ 936,143 $ (60,879 ) $ 1,485,603 Denominator: Basic and diluted weighted average shares outstanding 7,352,175 19,416,277 9,524,205 20,395,151 Basic and diluted net (loss) income per common stock $ (0.01 ) $ 0.05 $ (0.01 ) $ 0.07 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. 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,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 7.) 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative 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. Recent Accounting Standards Management does not believe there are any recently issued, but not yet effective, accounting standards, if currently adopted, that would have a material effect on the Company’s condensed financial statements.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 3. RELATED PARTY TRANSACTIONS Founder Shares The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 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 after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Other Receivable – Related Party During the year ended December 31, 2021, the Company paid expenses on behalf of an affiliate that were mainly settled during the year ended December 31, 2021. No amount was due or outstanding from this affiliate as of September 30, 2022 and December 31, 2021. Administrative Support Agreement The Company entered into an agreement whereby, commencing on July 11, 2019, through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the three and nine months ended September 30, 2022, and 2021, the Company incurred $30,000 and $90,000, and paid $30,000 and $90,000 in fees for these services, respectively. Promissory Notes — Related Parties On September 28, 2021, as part of the extension meeting to extend the liquidation date to December 31, 2021, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 (such loan being referred to herein as the “Contribution”) for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $1,240,695 to the Company. The Contribution was non-interest bearing and repayable on the consummation of the Company’s Business Combination. The funds were deposited into the Trust Account on September 29, 2021. On December 27, 2021, as part of the extension meeting to extend the liquidation date to March 31, 2022, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $930,765 to the Company. The Contribution was non-interest bearing and repayable on the consummation of the Company’s Business Combination. The funds were deposited into the Trust Account on December 31, 2021. On March 29, 2022, as part of the extension meeting to extend the liquidation date to June 30, 2022, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $265,750 to the Company. The Contribution is non-interest bearing and repayable on the consummation of the Company’s Business Combination. The funds were deposited into the Trust Account on April 1, 2022. On June 21, 2022, as part of the extension meeting to extend the liquidation date to December 31, 2022, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $261,810 to the Company. The Contribution is non-interest bearing and repayable on the consummation of the Company’s Business Combination. The funds were deposited into the Trust Account on April 1, 2022. On September 1, 2022, the Company issued a promissory note to Surf evidencing a loan in an aggregate amount of $250,000. The loan proceeds are to be used for working capital purposes. The promissory note bears interest at 4% per annum and is payable upon the consummation of a Business Combination. If the Company does not consummate such a Business Combination, the promissory note will not be repaid, and all amounts owed under the promissory note will be forgiven except to the extent that the Company has funds available to it outside of the Trust Account. The promissory note includes customary events of default, including upon the failure to make payments when due and upon the occurrence of bankruptcy proceedings or similar events. As of September 30, 2022, the full amount of the promissory note was drawn and outstanding. On October 14, 2022, the sponsor lent an aggregate of $87,270 to the Company for the fourth month of the Extension. On October 31, 2022, the sponsor lent an aggregate of $86,397 to the Company for the fifth month of the Extension. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Insiders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $750,000 of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $10.00 per unit and up to $750,000 of such Working Capital Loans may be converted into warrants of the post Business Combination entity at a price of $1.00 per warrant. The units and warrants would be identical to the Private Units and Private Warrants, respectively. No working capital loans were issued or outstanding as of September 30, 2022 and December 31, 2021.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 4. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on July 11, 2019, the holders of the Founder Shares, Representative Shares, Private Securities, and any units and warrants that may be issued upon conversion of Working Capital Loans (and all underlying securities) will be entitled to registration rights. The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Representative Shares, Private Securities or units and warrants issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time commencing after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to $6,037,500 (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating a Business Combination. Extension Meetings On April 24, 2021, the Company held a stockholder meeting to extend the date by which the Company has to consummate a Business Combination from April 16, 2021 to September 30, 2021. As part of the meeting, stockholders redeemed 2,558,740 shares of common stock for an aggregate cash balance of approximately $25,828,000. On September 28, 2021, the Company held a stockholder meeting to further extend the date by which the Company has to consummate a Business Combination from September 30, 2021 to December 31, 2021. As part of the meeting, stockholders redeemed 2,284,305 shares of common stock for an aggregate cash balance of approximately $23,059,000. On September 28, 2021, as part of the extension meeting to extend the liquidation date to December 31, 2021, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $1,240,695 to the Company. The Contribution was non-interest bearing and repayable on the consummation of the Company’s Business Combination. The funds were deposited into the trust account on September 29, 2021. On December 27, 2021, as part of the extension meeting to extend the liquidation date to March 31, 2022, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $930,765 to the Company. The Contribution was non-interest bearing and repayable on the consummation of the Company’s Business Combination. The funds were deposited into the trust account on December 31, 2021. On March 29, 2022, the Company held a stockholder meeting to further extend the date by which the Company has to consummate a Business Combination from March 31, 2022 to June 30, 2022. As part of the meeting, stockholders redeemed 6,650,144 shares of common stock for an aggregate cash balance of approximately $67,982,003. Additionally, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $265,750 to the Company. These funds were received on April 1, 2022. The Contribution was non-interest bearing and repayable on the consummation of the Company’s Business Combination. On June 21, 2022, the Company held a stockholder meeting to further extend the date by which the Company has to consummate a Business Combination from June 30, 2022 to December 31, 2022. As part of the meeting, stockholders redeemed 39,400 shares of common stock for an aggregate cash balance of approximately $407,192. Additionally, the Sponsor agreed that if the Extension Amendment Proposal was approved, it or its affiliates would lend to the Company $0.10 for each public share that was not converted in connection with the stockholder vote to approve the proposal. Accordingly, the sponsor lent an aggregate of $261,810 to the Company. These funds were received on June 28, 2022. The Contribution was non-interest bearing and repayable on the consummation of the Company’s Business Combination. On October 14, 2022, the sponsor lent an aggregate of $87,270 to the Company for the fourth month of the Extension. On October 31, 2022, the sponsor lent an aggregate of $86,397 to the Company for the fifth month of the Extension. Redemption Liability On December 27, 2021, as part of the extension meeting to extend the liquidation date to March 31, 2022, where stockholders redeemed 3,099,310 shares for an aggregate cash balance of $31,596,178, which as of December 31, 2021, was not withdrawn from the Trust Account. As such, the Company recorded a redemption liability with a corresponding decrease to common stock subject to redemption to demonstrate that the redeemable value of shares has been affected by the special meeting. The total redemption liability as of December 31, 2021 was $31,596,178. Business Combination Agreement On May 17, 2022, the Company, Surf, Parentco, Merger Sub I and Merger Sub II entered into the Merger Agreement. Pursuant to the Merger Agreement, upon the closing of the transactions contemplated by the Merger Agreement (the “Transactions”), Merger Sub I will merge with and into the Company, with the Company surviving, and, simultaneously therewith, Merger Sub II will merge with and into Surf, with Surf surviving (collectively, the “Mergers”). The Merger Agreement contemplates a related Business Combination transaction pursuant to which on the closing date a wholly-owned subsidiary of Parentco will be merged with and into Southern Airways Corporation (“Southern”), with Southern surviving (the “Southern Acquisition”). Following the Mergers and the Southern Acquisition, (i) Surf, Southern and the Company will be wholly-owned subsidiaries of Parentco, (ii) the security holders of the Company, Surf and Southern will be security holders of Parentco, (iii) Parentco will be the publicly traded company and (iv) Parentco’s business will be the business of Surf and Southern.

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 5. STOCKHOLDERS’ DEFICIT Preferred Stock — no Common Stock Representative Shares On March 5, 2019, the Company issued to the designees of EarlyBirdCapital 187,500 shares of common stock (after giving effect to the stock dividend on July 11, 2019) (the “Representative Shares”). The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2022
Warrants [Abstract]
WARRANTS	NOTE 6. WARRANTS Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (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, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummated an initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 7. 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, 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). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022, the Company had a total of $27,253,121 invested in marketable securities. At December 31, 2021, the Company had a total of $126,483,655 invested in marketable securities and a cash balance of $930,872 that was deposited into the Trust Account for the extension contribution described in Note 3. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 27,253,121 $ 126,483,655 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 259,849 $ 1,054,856 The Private Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying September 30, 2022 and December 31, 2021 condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Private Warrants were valued using a binomial lattice simulation model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. The detachment of the common stock and warrants from the units occurred 52-days after the units were issued. The key inputs into the Binomial Lattice Model for the Private Placement Warrants were as follows: September 30, December 31, Risk-free interest rate 3.97 % 1.27 % Time to maturity (years) 5.25 5.21 Dividend yield 0.00 % 0.00 % Expected volatility — % 7.0 % Probability of Acquisition 10.0 % 100.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 10.39 $ 10.21 As of September 30, 2022 and December 31, 2021, the aggregate fair values of the Private Placement Warrants were $0.26 million and $1.05 million, respectively. The following table presents the changes in the fair value of warrant liabilities for the three and nine months ended September 30, 2022: Private Fair value as of December 31, 2021 $ 1,054,856 Change in fair value 291,769 Fair value as of March 31, 2022 1,346,625 Change in fair value (922,688 ) Fair value as of June 30, 2022 423,937 Change in fair value (164,088 ) Fair value as of September 30, 2022 $ 259,849 The following table presents the changes in the fair value of warrant liabilities for the three and nine months ended September 30, 2021: Private Fair value as of December 31, 2020 $ 3,865,313 Change in fair value (1,147,125 ) Fair value as of March 31, 2021 2,718,188 Change in fair value 172,068 Fair value as of June 30, 2021 2,890,256 Change in fair value (1,157,100 ) Fair value as of September 30, 2021 1,733,156 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and nine months ended September 30, 2022 and 2021.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 14, 2022, the Sponsor lent an aggregate of $87,270 to the Company for the fourth month of the extension as described in Note 3 above and these funds were deposited into Company’s Trust Account on that date. On October 31, 2022, the Sponsor lent an aggregate of $86,397 to the Company for the fifth month of the Extension and these funds were deposited into Company’s Trust Account.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 22, 2022, 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 periods.
Emerging Growth Company	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 stockholder 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 statement 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	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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 statements, 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 liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those 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 did not have any cash equivalents as of September 30, 2022 and December 31, 2021.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S Treasury Bills or as cash. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. As the Private Warrants meet the definition of a derivative as contemplated in ASC 815, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed statements of operations. The Private Warrants for periods where no observable traded price was available are valued using a binomial lattice simulation model.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2022, the Common stock reflected in the condensed balance sheets are reconciled in the following table: Common stock subject to possible redemption as of December 31, 2020 174,281,305 Less: Public Shares Redeemed (80,482,623 ) Add: Remeasurement adjustment to amount subject to redemption 1,613,356 Common stock subject to possible redemption as of December 31, 2021 95,412,038 Less: Public Shares Redeemed (68,389,195 ) Add: Remeasurement adjustment to amount subject to redemption 188,994 Common stock subject to possible redemption as of September 30, 2022 $ 27,211,837
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.00% for the three months ended September 30, 2022, and 2021, respectively, and 0.00% and 0.15% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability, expenses related to the proposed Business Combination, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net (Loss) Income Per Common Share	Net (Loss) Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. The Company calculates earnings per share by allocating net (loss) income to a single class of common stock. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,118,750 shares of common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income $ (91,604 ) $ 936,143 $ (60,879 ) $ 1,485,603 Denominator: Basic and diluted weighted average shares outstanding 7,352,175 19,416,277 9,524,205 20,395,151 Basic and diluted net (loss) income per common stock $ (0.01 ) $ 0.05 $ (0.01 ) $ 0.07
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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments
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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative 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.
Recent Accounting Standards	Recent Accounting Standards Management does not believe there are any recently issued, but not yet effective, accounting standards, if currently adopted, that would have a material effect on the Company’s condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Summary of Significant Accounting Policies [Abstract]
Schedule of condensed balance sheets are reconciled	Common stock subject to possible redemption as of December 31, 2020 174,281,305 Less: Public Shares Redeemed (80,482,623 ) Add: Remeasurement adjustment to amount subject to redemption 1,613,356 Common stock subject to possible redemption as of December 31, 2021 95,412,038 Less: Public Shares Redeemed (68,389,195 ) Add: Remeasurement adjustment to amount subject to redemption 188,994 Common stock subject to possible redemption as of September 30, 2022 $ 27,211,837
Schedule of basic and diluted net (loss) income per common stock	Three Months Ended Nine Months Ended 2022 2021 2022 2021 Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income $ (91,604 ) $ 936,143 $ (60,879 ) $ 1,485,603 Denominator: Basic and diluted weighted average shares outstanding 7,352,175 19,416,277 9,524,205 20,395,151 Basic and diluted net (loss) income per common stock $ (0.01 ) $ 0.05 $ (0.01 ) $ 0.07

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value	Description Level September 30, December 31, Assets: Marketable securities held in Trust Account 1 $ 27,253,121 $ 126,483,655 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 259,849 $ 1,054,856
Schedule of private placement warrants	September 30, December 31, Risk-free interest rate 3.97 % 1.27 % Time to maturity (years) 5.25 5.21 Dividend yield 0.00 % 0.00 % Expected volatility — % 7.0 % Probability of Acquisition 10.0 % 100.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 10.39 $ 10.21
Schedule of changes in the fair value of warrant liabilities	Private Fair value as of December 31, 2021 $ 1,054,856 Change in fair value 291,769 Fair value as of March 31, 2022 1,346,625 Change in fair value (922,688 ) Fair value as of June 30, 2022 423,937 Change in fair value (164,088 ) Fair value as of September 30, 2022 $ 259,849 Private Fair value as of December 31, 2020 $ 3,865,313 Change in fair value (1,147,125 ) Fair value as of March 31, 2021 2,718,188 Change in fair value 172,068 Fair value as of June 30, 2021 2,890,256 Change in fair value (1,157,100 ) Fair value as of September 30, 2021 1,733,156

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended								9 Months Ended
	Apr. 14, 2021	Aug. 16, 2022	Jun. 28, 2022	Jun. 21, 2022	Mar. 29, 2022	Dec. 27, 2021	Sep. 28, 2021	Jul. 18, 2019	Jul. 16, 2019	Sep. 30, 2022
Description of Organization and Business Operations (Details) [Line Items]
Issuance of units, description										Following the closing of the Initial Public Offering on July 16, 2019, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Securities was placed in a trust account (the “Trust Account”) which were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.
Fair market value, percentage										80%
Description of working capital requirements										The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income and other tax obligations and up to $250,000 per 12-month period for working capital requirements).
Redeemed shares of common stock (in Shares)	2,558,740						2,284,305
Cash balance	$ 25,828,000						$ 23,059,000
Public share (in Dollars per share)					$ 0.1	$ 0.1	$ 0.1
Aggregate amount						$ 930,765	$ 1,240,695
Stockholders redeemed shares (in Shares)				39,400	6,650,144	3,099,310
Aggregate cash balance				$ 407,192	$ 67,982,003	$ 31,596,178
Sponsor aggregate amount			$ 261,810		$ 265,750
Public price per share (in Dollars per share)				$ 0.1
Operating bank accounts										$ 172,267
Working capital										207,691
Related party promissory note										2,949,020
Delaware franchise taxes payable										$ 41,284
U.S. federal excise tax		1%
Excise tax of the fair market value		1%
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of common stock (in Shares)									15,000,000
Initial Public Offering [Member] | Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)									$ 10
Gross proceeds									$ 150,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Issuance of units, description								On July 18, 2019, the underwriters exercised their over-allotment option in full, resulting in an additional 2,250,000 Units issued on July 19, 2019 for $22,500,000, less the underwriters’ discount of $450,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 22,500 Private Units at $10.00 per Private Unit and the sale of an additional 225,000 Private Warrants at $1.00 per Private Warrant, generating total proceeds of $450,000. A total of $22,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000.
Public Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)										$ 10
Obligation to redeem percentage										100%
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Ownership interest voting, percentage										50%
Consummation of a business combination										$ 5,000,001
Early Bird Capital [Member] | Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)										$ 10
Gross proceeds										$ 4,300,000
Private units (in Shares)										215,000
Sale of warrant (in Shares)										2,150,000
Sale of price per warrant (in Dollars per share)										$ 1

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Effective tax rate	0%	0%	0%	0.15%
Effective statutory tax rate	21%	21%	21%	9%
Federal depository insurance coverage (in Dollars)			$ 250,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of warrants (in Shares)	11,118,750		11,118,750

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of condensed balance sheets are reconciled - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule of condensed balance sheets are reconciled [Abstract]
Common stock subject to possible redemption as of beginning balance	$ 95,412,038	$ 174,281,305
Less:
Public Shares Redeemed	(68,389,195)	(80,482,623)
Add:
Remeasurement adjustment to amount subject to redemption	188,994	1,613,356
Common stock subject to possible redemption as of ending balance	$ 27,211,837	$ 95,412,038

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net (loss) income per common stock - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Allocation of net (loss) income	$ (91,604)	$ 936,143	$ (60,879)	$ 1,485,603
Denominator:
Basic and diluted weighted average shares outstanding	7,352,175	19,416,277	9,524,205	20,395,151
Basic and diluted net (loss) income per common stock	$ (0.01)	$ 0.05	$ (0.01)	$ 0.07

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net (loss) income per common stock (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Schedule of basic and diluted net (loss) income per common stock [Abstract]
Basic and diluted weighted average shares outstanding	7,352,175	19,416,277	9,524,205	20,395,151
Basic and diluted net (loss) income per common stock	$ (0.01)	$ 0.05	$ (0.01)	$ 0.07

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Oct. 14, 2022

Sep. 01, 2022

Mar. 29, 2022

Dec. 27, 2021

Jul. 11, 2019

Oct. 31, 2022

Jun. 21, 2022

Sep. 28, 2021

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Related Party Transactions (Details) [Line Items]

Fees incurred

$ 10,000

Service fees

$ 30,000

$ 90,000

$ 30,000

$ 90,000

Public share (in Dollars per share)

$ 0.1

$ 0.1

$ 0.1

$ 0.1

Aggregate sponsor lent

$ 87,270

$ 265,750

$ 86,397

$ 261,810

$ 1,240,695

Aggregate amount

$ 250,000

Bears interest, percentage

4%

Related party loans, description

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $750,000 of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $10.00 per unit and up to $750,000 of such Working Capital Loans may be converted into warrants of the post Business Combination entity at a price of $1.00 per warrant. The units and warrants would be identical to the Private Units and Private Warrants, respectively.

Founder Shares [Member]

Related Party Transactions (Details) [Line Items]

Common stock dividend description

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 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 after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Sponsor [Member]

Related Party Transactions (Details) [Line Items]

Aggregate amount

$ 930,765

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			1 Months Ended					9 Months Ended
	Oct. 14, 2022	Mar. 29, 2022	Oct. 31, 2022	Jun. 21, 2022	Dec. 27, 2021	Sep. 28, 2021	Apr. 24, 2021	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Business combination marketing agreement, description								The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to $6,037,500 (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members that assist the Company in identifying and consummating a Business Combination.
Shares of common stock (in Shares)						2,284,305	2,558,740
Aggregate cash balance		$ 67,982,003		$ 407,192		$ 23,059,000	$ 25,828,000		$ 31,596,178
Public share (in Dollars per share)		$ 0.1			$ 0.1	$ 0.1
Aggregate amount		$ 265,750		$ 261,810	$ 930,765	$ 1,240,695
Stockholders redeemed (in Shares)		6,650,144		39,400	3,099,310
Public price per share (in Dollars per share)				$ 0.1
Aggregate sponsor lent	$ 87,270	$ 265,750	$ 86,397	$ 261,810		$ 1,240,695
Total redemption liability									$ 31,596,178

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	Mar. 05, 2019	Sep. 30, 2022	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized		50,000,000	50,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		4,737,500	4,737,500
Common stock, shares outstanding		4,737,500	4,737,500
Common stock subject to possible redemptions		2,618,101	9,307,645
EarlyBirdCapital [Member]
Stockholders’ Deficit (Details) [Line Items]
Shares of common stock	187,500

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2022
Warrants [Abstract]
Warrant expiration term	5 years
Public warrants, description	Once the warrants become exercisable, the Company may redeem the Public Warrants:  ●in whole and not in part;    ●at a price of $0.01 per warrant;    ●upon not less than 30 days’ prior written notice of redemption;    ●if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and
Capital raising, description	In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (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, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummated an initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Marketable securities	$ 27,253,121	$ 126,483,655
Deposit amount		930,872
Private placement warrants	$ 260,000	$ 1,050,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 27,253,121	$ 126,483,655
Level 3 [Member]
Liabilities:
Warrant Liability – Private Placement Warrants	$ 259,849	$ 1,054,856

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of private placement warrants - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule Of Private Placement Warrants Abstract
Risk-free interest rate	3.97%	1.27%
Time to maturity (years)	5 years 3 months	5 years 2 months 15 days
Dividend yield	0%	0%
Expected volatility		7%
Probability of Acquisition	10%	100%
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Unit Price (in Dollars per share)	$ 10.39	$ 10.21

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($)	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Schedule of changes in the fair value of warrant liabilities [Abstract]
Fair value beginning balance	$ 423,937	$ 1,346,625	$ 1,054,856	$ 2,890,256	$ 2,718,188	$ 3,865,313
Change in fair value	(164,088)	(922,688)	291,769	(1,157,100)	172,068	(1,147,125)
Fair value ending balance	$ 259,849	$ 423,937	$ 1,346,625	$ 1,733,156	$ 2,890,256	$ 2,718,188

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		1 Months Ended
	Oct. 14, 2022	Oct. 31, 2022
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Aggregate sponsor lent	$ 87,270	$ 86,397