SeaStar Medical Holding (ICU) 10-Q14 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2022	Nov. 11, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Entity Registrant Name	SEASTAR MEDICAL HOLDING CORPORATION
Entity Central Index Key	0001831868
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Entity File Number	001-39927
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3681132
Entity Address, Address Line One	3513 Brighton Blvd,
Entity Address, Address Line Two	Suite 410
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80216
City Area Code	844
Local Phone Number	427-8100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	true
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		12,699,668
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock par value $0.0001 per share
Trading Symbol	ICU
Security Exchange Name	NASDAQ
Redeemable Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	ICUW
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
ASSETS
Cash	$ 116,840	$ 51,567
Prepaid insurance and other fees	41,361	286,237
Prepaid expenses	132,875	14,817
Cash and marketable securities held in trust	107,048,750	105,581,820
Current Assets	107,339,826	105,934,441
Total assets	107,339,826	105,934,441
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accrued expenses	1,866,028	376,702
Notes and advances payable - related parties	2,768,405	0
Deferred underwriting commissions in connection with the initial public offering	3,622,500	3,622,500
Warrant liability (Note 9)	1,129,378	6,930,740
Total current liabilities	9,386,311	10,929,942
Total liabilities	9,386,311	10,929,942
Commitments
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(8,895,504)	(10,565,770)
Total stockholders' deficit	(8,895,235)	(10,565,501)
Total liabilities and stockholders' deficit	107,339,826	105,934,441
Common Stock Subject To Mandatory Redemption [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
Class A common stock subject to possible redemption 10,350,000 shares at redemption value of $10.32 and $10.20 per share at September 30, 2022 and December 31, 2021, respectively	106,848,750	105,570,000
Class A Common Stock [Member]
Stockholders' equity (deficit):
Common stock, value	10	10
Class B Common Stock [Member]
Stockholders' equity (deficit):
Common stock, value	$ 259	$ 259

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	10,350,000	10,350,000
Common stock, shares issued	103,500	103,500
Common stock, shares outstanding	103,500	103,500
Class A Common Stock [Member] \| Common Stock Subject To Mandatory Redemption [Member]
Temporary equity, shares outstanding	10,350,000	10,350,000
Temporary equity, par value	$ 10.32	$ 10.2
Class B Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	2,587,500	2,587,500
Common stock, shares outstanding	2,587,500	2,587,500

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
Statements of Operations - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Expenses:
Formation and Administrative costs	$ 270,265	$ 411,398	$ 830,707	$ 747,073
Merger costs	1,391,601	0	2,453,569	0
Loss from operations	(1,661,866)	(411,398)	(3,284,276)	(747,073)
Gain on warrant liability revaluation	680,522	644,720	5,801,362	702,400
Other income
Investment income earned on marketable securities held in Trust Account	361,717	2,661	431,930	4,415
Net income (loss)	$ (619,627)	$ 235,983	$ 2,949,016	$ (40,258)
Class A Common Stock [Member]
Net income (loss) per share:
Weighted Average Number of Shares Outstanding, Basic	10,453,500	10,453,500	10,453,500	9,381,347
Weighted Average Number of Shares Outstanding, Diluted	10,453,500	10,453,500	10,453,500	9,381,347
Earnings Per Share, Basic	$ (0.05)	$ 0.02	$ 0.23	$ 0
Earnings Per Share, Diluted	$ (0.05)	$ 0.02	$ 0.23	$ 0
Class B Common Stock [Member]
Net income (loss) per share:
Weighted Average Number of Shares Outstanding, Basic	2,587,500	2,587,500	2,587,500	2,543,269
Weighted Average Number of Shares Outstanding, Diluted	2,587,500	2,587,500	2,587,500	2,543,269
Earnings Per Share, Basic	$ (0.05)	$ 0.02	$ 0.23	$ 0
Earnings Per Share, Diluted	$ (0.05)	$ 0.02	$ 0.23	$ 0

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Total	Common Stock [Member] Class A Common Stock [Member]	Common Stock [Member] Class B Common Stock [Member]	Additional Paid In Capital [Member]	Retained Earnings [Member]
Beginning Balance at Dec. 31, 2020	$ 19,764	$ 0	$ 215	$ 24,785	$ (5,236)
Beginning Balances (in shares) at Dec. 31, 2020		0	2,156,250
Class A Units issued for cash	103,500,000	$ 1,035		103,498,965
Class A Units issued for cash net of offering costs (in shares)		10,350,000
Representative shares issued		$ 10		(10)
Representative shares issued, shares		103,500
Class A Units subject to possible redemption	(105,570,000)	$ (1,035)		(105,568,965)
Class A Units subject to possible redemption, shares		(10,350,000)
Underwriter fee & offering costs	(6,211,902)			(6,211,902)
Private placement warrants issued for cash	5,738,000			5,738,000
Class B shares issued to Sponsor			$ 44	(44)
Class B shares issued to Sponsor, shares			431,250
Warrants classified as liabilities	(8,116,680)			(8,116,680)
Reclass APIC to retained earnings				10,635,851	(10,635,851)
Net income (loss)	1,706,457				1,706,457
Ending Balance at Mar. 31, 2021	(8,934,361)	$ 10	$ 259		(8,934,630)
Ending Balances (in shares) at Mar. 31, 2021		103,500	2,587,500
Net income (loss)	(1,982,698)				(1,982,698)
Ending Balance at Jun. 30, 2021	(10,917,059)	$ 10	$ 259	0	(10,917,328)
Ending Balances (in shares) at Jun. 30, 2021		103,500	2,587,500
Net income (loss)	235,983				235,983
Ending Balance at Sep. 30, 2021	(10,681,076)	$ 10	$ 259		(10,681,345)
Ending Balances (in shares) at Sep. 30, 2021		103,500	2,587,500
Beginning Balance at Dec. 31, 2021	(10,565,501)	$ 10	$ 259		(10,565,770)
Beginning Balances (in shares) at Dec. 31, 2021		103,500	2,587,500
Net income (loss)	3,386,081				3,386,081
Ending Balance at Mar. 31, 2022	(7,179,420)	$ 10	$ 259		(7,179,689)
Ending Balances (in shares) at Mar. 31, 2022		103,500	2,587,500
Net income (loss)	182,562				182,562
Ending Balance at Jun. 30, 2022	(6,996,858)	$ 10	$ 259	0	(6,997,127)
Ending Balances (in shares) at Jun. 30, 2022		103,500	2,587,500
Net income (loss)	(619,627)				(619,627)
Remeasurement of Class A common stock	(1,278,750)				(1,278,750)
Ending Balance at Sep. 30, 2022	$ (8,895,235)	$ 10	$ 259	$ 0	$ (8,895,504)
Ending Balances (in shares) at Sep. 30, 2022		103,500	2,587,500

Statements of Cash Flows

Statements of Cash Flows - USD ($)	3 Months Ended		9 Months Ended
Statements of Cash Flows - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (619,627)	$ 235,983	$ 2,949,016	$ (40,258)
Adjustments to reconcile net income (loss) to cash used in operating activities
Formation costs paid by related parties				(126,413)
Gain on warrant liability revaluation	(680,522)	(644,720)	(5,801,362)	(702,400)
Interest earned on marketable securities in trust			(431,930)
Change in assets and liabilities
Prepaid costs			126,818	342,091
Accrued expenses			1,489,326	154,275
Net cash used in operating activities			(1,668,132)	(372,705)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Trust account			(1,035,000)	(105,578,132)
Net cash used in investing activities			(1,035,000)	(105,578,132)
CASH FLOWS FROM FINANCING ACTIVITIES:
Insurance financing payments				(753,994)
Proceeds from issuance of private placement warrants				5,738,000
Proceeds from issuance of units				103,500,000
Issue costs from issuance of units				(2,405,717)
Proceeds from notes and advances payable - related party			2,818,205
Repayment from notes and advances payable - related party			(49,800)
Net cash provided by financing activities			2,768,405	106,078,289
NET INCREASE IN CASH			65,273	127,452
CASH - BEGINNING OF YEAR			51,567	38,388
CASH - END OF PERIOD	$ 116,840	$ 165,840	116,840	165,840
SUPPLEMENTAL DISCLOSURES OF NON-CASHFLOW INFORMATION
Reclassification of warrants to liability				8,116,680
Deferred underwriting commissions in connection with the initial public offering				3,806,185
Remeasurement of Class A common stock subject to redemption			$ 1,278,750	$ 0

Organization and Business Opera

Organization and Business Operations	9 Months Ended
Organization and Business Operations	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS LMF Acquisition Opportunities, Inc. (now known as SeaStar Medical Holding Corporation) (the “Company” or “LMAO”) was incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Business Combination On April 21, 2022, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LMF Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and SeaStar Medical, Inc., a Delaware corporation (“Old SeaStar Medical”). On October 28, 2022 (the “Closing Date”), LMAO consummated the merger transaction contemplated by the Merger Agreement, whereby Merger Sub merged with and into Old SeaStar Medical, with Old SeaStar Medical surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of the Company (the “Merger” and, collectively with the other transactions described in the Merger Agreement and the related ancillary agreements, the “Business Combination”). Upon the closing of the Merger, the registrant changed its name from LMF Acquisition Opportunities, Inc. to SeaStar Medical Holding Corporation. The aggregate consideration payable to the stockholders of Old SeaStar Medical at the closing of the Business Combination (the “Closing”) was $85,408,328, which consisted of an aggregate equity value of Old SeaStar Medical of $85,000,000, minus deductions for indebtedness of Old SeaStar Medical and Old SeaStar Medical transaction expenses in excess of $800,000, plus the aggregate exercise price of (1) Old SeaStar Medical warrants issued and outstanding immediately prior to the Closing and (2) Old SeaStar Medical options issued and outstanding immediately prior to the Closing, less the value of the shares of Common Stock (as defined below) underlying the assumed equity (the “Closing Merger Consideration”). The Closing Merger Consideration was payable solely in shares of LMAO common stock, par value $0.0001 per share (“Common Stock”), valued at $10.00 per share, resulting in the issuance of 7,837,628 shares of common stock, par value $0.0001 per share, of Common Stock to holders of stock of Old SeaStar Medical immediately prior to the Closing. At the Closing, shares of class B common stock, par value $0.001 per share, of LMAO (“Class B Common Stock”) automatically converted into shares of class A common stock, par value $0.0001 per share, of LMAO (“Class A Common Stock”) on a one-to-one basis, and pursuant to the charter of LMAO after the Business Combination, Class A Common Stock and Class B Common Stock was reclassified as Common Stock. At the Closing, each of Old SeaStar Medical’s issued and outstanding convertible notes automatically converted into shares of Old SeaStar Medical common stock (the “Note Conversion”). Immediately prior to the effectiveness of the Business Combination, each share of Old SeaStar Medical’s issued and outstanding preferred stock automatically converted into shares of Old SeaStar Medical common stock (the “Preferred Conversion”) and those Old SeaStar Medical warrants that would be exercised or exchanged in connection with the Business Combination pursuant to the terms thereof were exercised for shares of Old SeaStar Medical common stock. At Closing, the (i) Old SeaStar Medical warrants that would not be exercised or exchanged in connection with the Business Combination were assumed by LMAO and converted into warrants to purchase Common Stock, (ii) outstanding options for shares of Old SeaStar Medical common stock under Old SeaStar Medical’s equity plan were assumed by LMAO and converted into options to purchase Common Stock, and (iii) issued and outstanding restricted stock unit awards under Old SeaStar Medical’s current equity plan were assumed by LMAO and converted into LMAO restricted stock units. In connection with the Business Combination, holders of 8,878,960 shares of Common Stock exercised their right to redeem their shares after giving effect to any redemption reversals requested by stockholders to reverse their election to have their shares redeemed. Prepaid Forward Agreements On October 17 and October 2 6 PIPE Financing In connection with the Common Stock Purchase Agreement and Letter Agreement On August 23, 2022, LMAO entered into an equity line financing arrangement through a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”) with Tumim Stone Capital LLC (“Tumim”), pursuant to which, after the Closing Date, subject to the conditions set forth in the Common Stock Purchase Agreement, LMAO has the right to sell to Tumim up to $100,000,000 worth of shares of Common Stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement (the “Common Stock Investment”). The Common Stock Purchase Agreement provides for a commitment fee (the “Commitment Fee”) in the amount of $2.5 million payable to Tumim, and such Commitment Fee shall be paid in shares of the Common Stock based on the weighted average trading price of the Common Stock prior to the filing of a registration statement pursuant to the registration rights agreement (the “Commitment Shares”). On October 2 8 Amendment to Credit Agreement with LM Funding America, Inc. (“LMFA”) and Amended Promissory Note On October 28, 2022, Old SeaStar Medical and LMFA entered into the First Amendment to Credit Agreement, dated September 9, 2022 between LMFA and Old SeaStar Medical (the “First Amendment to Credit Agreement”), pursuant to which the parties amended the Credit Agreement and entered into an Amended and Restated Promissory Note (the “LMFA Note”) to (i) extend the maturity date of the loan under the Credit Agreement to October 30, 2023; (ii) permit the LMFA Note be prepaid without premium or penalty; (iii) require the Company to use 5.0% of the gross cash proceeds received by the Company LMFAO Sponsor LLC (“Sponsor”) Promissory Note On October 28, 2022, the Company entered into a Consolidated Amended and Restated Promissory Note with Sponsor as the lender, for an aggregate principal amount of $2,785,000 (the “Sponsor Note”) to amend and restate in its entirety (i) the Promissory Note, dated July 29, 2022, for $1,035,000 in aggregate principal amount issued by LMAO to the Sponsor and (ii) the Amended and Restated Promissory Note, dated July 28, 2022, for $1,750,000 in aggregate principal amount, issued by LMAO to the Sponsor (collectively, the “Original Notes”). The Sponsor Note amended and consolidated the Original Notes to: (i) extend maturity dates of the Original Notes to October 30, 2023; (ii) permit outstanding amounts due under the Sponsor Notes to be prepaid without premium or penalty; and (iii) require the Company to use 5.0% of the gross cash proceeds received from any future debt and equity financing to pay outstanding balance of Sponsor Note, provided that such repayment is not required for the first $500,000 of cash proceeds. The Sponsor Note carries an interest rate of 7% per annum and contains customary representations and warranties and affirmative and negative covenants. The Sponsor Note is also subject to customary events of default, the occurrence of which may result in the Sponsor Promissory Note then outstanding becoming immediately due and payable, with interest being increased to 15.0% per annum. In addition, on October 28, 2022, the parties entered into a Security Agreement (the “Sponsor Security Agreement”), pursuant to which the Company and Old SeaStar Medical granted Sponsor a security interest in substantially all of the assets and property of the Company and Old SeaStar Medical, subject to certain exceptions, as collateral to secure the Company’s obligations under the Sponsor Note. In addition, Old SeaStar Medical entered into a Guaranty, dated October 28, 2022 (the “Sponsor Guaranty”), pursuant to which Old SeaStar Medical unconditionally guarantees and promises to pay to Sponsor the outstanding principal amount under the LMFA Note. Maxim Group LLC (“Maxim”) Promissory Note Pursuant to an engagement letter between Old SeaStar Medical and Maxim dated October 28, 2022, Old SeaStar Medical or the Company following the consummation of the Business Combination, was required to pay Maxim, as its financial advisor and/or placement agent, an amount equal to $4,182,353 in cash as professional fees. Upon the closing of the Business Combination, the parties agreed that $4,182,353 of such amount would be paid in the form of a promissory note. Accordingly, on October 28, 2022, the Company entered into a Promissory Note with Maxim as the lender, for an aggregate principal amount of $4,182,353 (the “Maxim Note”). The Maxim Note has a maturity date of October 30, 2023 and outstanding amount may be prepaid without premium or penalty. If the Company receives any cash proceeds from a debt or equity financing transaction prior to the maturity date, then the Company is required to prepay the indebtedness equal to 25.0% of the gross amount of the cash proceeds, provided that such repayment obligation shall not apply to the first $500,000 of the cash proceeds received by the Company. Interest on the Maxim Note is due at 7.0% per annum. The Maxim Note contains customary representations and warranties, and affirmative and negative covenants. The Maxim Note is also subject to customary events of default, the occurrence of which may result in the Maxim Promissory Note then outstanding becoming immediately due and payable, with interest being increased to 15.0% per annum. Intercreditor Agreement On October 28, 2022, Maxim, LMFA, Sponsor (collectively, the “Creditors”), SeaStar Medical and the Company entered into an Intercreditor Agreement (the “Intercreditor Agreement”) in order to set forth their relative rights under the LMFA Note, Sponsor Note and Maxim Note, including the payments of amounts by the Company upon an event of default under such notes. Pursuant to the Intercreditor Agreement, each Creditor agrees and acknowledges that LMFA and Sponsor have been granted liens on the collateral as set forth in the applicable LMFA Security Agreement and Sponsor Security Agreement. Each Creditor also agrees and acknowledges that Maxim’s indebtedness under the Maxim Promissory Note is unsecured. Prior to the Business Combination As of September 30, 2022, the Company had not yet commenced any operations. All activity for the period from October 28, 2020 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (“IPO”), which is described below, and the search for and due diligence on a potential target for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is LMFAO Sponsor, LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s IPO was declared effective on January 25, 2021 (the “IPO Effective Date”). On January 28, 2021, the Company consummated the IPO of 10,350,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $103,500,000, which is described in Note 5. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,738,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to LMFAO Sponsor LLC, a Florida limited liability company (the “Sponsor”), generating gross proceeds of $5,738,000, which is described in Note 6. Transaction costs for the IPO amounted to $6,211,902 consisting of $2,070,000 of underwriting discount, $3,622,500 of deferred underwriting fee, the fair value of the shares issued to the underwriters of $1,000 deemed as underwriters’ compensation, and $518,402 of other offering costs. In addition, $974,009 of cash was held outside of the Trust Account (as defined below) as of the date of the IPO and became available for working capital purposes at such time. Following the closing of the IPO on January 28, 2021, an amount of $105,570,000 ($10.20 Rule 2a-7 Going Concern Consideration Prior to the Business Combination, the Company incurred significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management previously determined that if the Company was unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. While the company has agreements under the above-described PIPE Investment, Prepaid Forward Agreements, and equity line under the Common Stock Purchase Agreement in place to generate sufficient capital to fund operations over the next 12 months, the uncertainty related to market conditions may hinder the companies ability to raise capital. The accompanying financial statement has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
Significant Accounting Policies	Sep. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and September 30, 2021, respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. Operating results for the Three and Nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying balance sheet as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company 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, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $107,048,750 and $105,581,820 in investments held in the Trust Account as of September 30, 2022 and December 31, 2021, respectively. Class A Common Stock Subject to Possible Redemption The Company accounts for the Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as shareholders’ equity. The Class A 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, as of September 30, 2022 and December 31, 2021 , respectively, shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts carrying value of redeemable shares of common stock to equal the redemption value at the end of the reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock resulted in charges against additional paid-in On October 28, 2022, as a result of the Business Combination, the Class A Common Stock was reclassified as Common Stock of the Company. See Note 1. 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 . As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at ASC 825-10 “Financial The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,738,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at as non-current liabilities Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes”, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 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 In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of September 30, 2022, the Company determined that a valuation allowance should be established. As of September 30, 2022 and December 31, 2021, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at September 30, 2022 and December 31, 2021. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city 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 Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class Private Placement Warrants for the three and nine month periods ended September 30, 2022 and 2021 as the exercise prices were greater than the average market price during the period (out-of-the-money Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Government Money Market Fund He

Government Money Market Fund Held in Trust account	9 Months Ended
Government Money Market Fund Held in Trust account	Sep. 30, 2022
Assets Held-in-trust [Abstract]
Government Money Market Fund Held in Trust account	NOTE 3. GOVERNMENT MONEY MARKET FUND HELD IN TRUST ACCOUNT As of September 30, 2022, substantially all of the assets totaling approximately $107,048,750 were held in a treasury money market fund. Management elects to measure the treasury money market fund at fair value in accordance with the guidance in ASC Topic 825 “Financial Instruments”. Any changes in fair value of the government securities are recognized in net income. Impairment of government securities is recognized in earnings when a decline in value has occurred that is deemed to be other than temporary, and the current fair value becomes the new cost basis for the securities.

Prepaid Expenses

Prepaid Expenses	9 Months Ended
Prepaid Expenses	Sep. 30, 2022
Operating Costs and Expenses [Abstract]
Prepaid Expenses	NOTE 4. PREPAID EXPENSES As of September 30, 2022, the Company had prepaid expenses of approximately $174,000 primarily in connection with the prepayment for D&O insurance and professional services.

Initial Public Offering

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2022
Initial Public Offering [Abstract]
Initial Public Offering	NOTE 5. INITIAL PUBLIC OFFERING Pursuant to the IPO on January 28, 2021, the Company sold 10,350,000 Units, at a purchase price of $10.00 per Unit. Each unit consists of one share of Class A common stock, and one warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 9). An aggregate of $10.20 per Unit sold in the IPO is being held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 meeting the conditions of Rule 2a-7 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, which the Company elected (See Note 1), as described in more detail the prospectus for the IPO), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

Private Placement

Private Placement	9 Months Ended
Private Placement	Sep. 30, 2022
Private Placement Disclosure [Abstract]
Private Placement	NOTE 6. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated a private placement with the Company’s Sponsor purchasing an aggregate of 5,738,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $5,738,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Private Placement Warrants will be non-redeemable from the IPO Effective Date. The Company’s Sponsor agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, which the Company elected to do (See Note 1), as described in more detail in the prospectus for the IPO) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, which the Company elected to do (See Note 1)). In addition, the Company’s Sponsor agreed to vote any founder shares it holds and any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 7. RELATED PARTY TRANSACTIONS Related Party Loans On November 6, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan was non-interest In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Company decided to forgo the option to convert the loan into warrants. On February 1, 2022, the Company issued an unsecured promissory note to the Sponsor in the original principal amount of $500,000 to evidence a Working Capital Loan, which was subsequently amended and restated on July 28, 2022 (effective as of June 30, 2022), to enable the Company to borrow up to an aggregate principal amount of $1,750,000 to be used for a portion of the expenses of the IPO. The Working Capital Loan is non-interest Related Party Extension Loans Under the terms of the Company’s certificate of incorporation, the Company had until 18 months from the closing of the IPO to consummate a Business Combination. However, the certificate of incorporation further provides that if the Company anticipates that it may not be able to consummate a Business Combination within 18 months, the Company may, by resolution of the Company’s board of directors, extend the period of time to consummate a Business Combination by an additional three months (for a total of 21 months to complete a Business Combination) if such extension is requested by the Sponsor. Pursuant to the terms of the Company’s certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on January 25, 2021, in order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ per share in either case) on or prior to the date of the deadline, which was July 29, 2022. Such payment would be made in the form of a loan (an “Extension Loan”). Such loan will be non-interest The Company elected to extend the time to complete a Business Combination. On July 29, 2022, Sponsor funded an Extension Loan in the amount of $1,035,000 and caused such amount to be deposited into the Trust Account in order provide additional time to complete the Business Combination. Founder Shares On November 6, 2020, the Company issued 2,156,250 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.012 per share, in connection with formation. In January 2021, the Company effected a stock dividend of 431,250 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 2,587,500 founder shares. The Sponsor agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions.

Commitments Registration Rights

Commitments Registration Rights	9 Months Ended
Commitments Registration Rights	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments Registration Rights	NOTE 8. COMMITMENTS REGISTRATION RIGHTS The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, and warrants (including underlying securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on January 19, 2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the IPO Effective Date and may not exercise their demand rights on more than one occasion. Right of First Refusal Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the IPO and ending 18 months after the date of the consummation of the Business Combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the IPO Effective Date. Representative’s Common Stock On January 25, 2021, the Company issued to Maxim and/or its designees, 103,500 shares of Class A common stock. The Company estimated the fair value of the stock to be $1,000 based upon the price of the Founder Shares issued to the Sponsor. The stock were treated as underwriters’ compensation and charged directly to stockholders’ equity. Maxim agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its Business Combination within 18 months from the closing of the IPO (or 21 months from the closing, if the Company extends the period of time to consummate a Business Combination, which the Company elected to do (See Note 1)). The shares have been deemed compensation by FINRA and are therefore subject to a lock-up Risks and Uncertainties We continue to evaluate the impact of the COVID-19 pandemic and have concluded that the specific impact is not readily determinable as of the date of the balance sheet. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Derivative Liability

Derivative Liability	9 Months Ended
Derivative Liability	Sep. 30, 2022
Derivative Liability [Abstract]
Derivative Liability	NOTE 9. DERIVATIVE LIABILITY Warrants As of The warrants will become exercisable on the later of 12 months from the IPO date, or 30 days after the completion of its Business Combination, and will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement 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 to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing: (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below); by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend, or the Company’s recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Warrants Classified as Derivative Liabilities The Company previously accounted for its outstanding Public Warrants (as defined in Note 2) and Private Placement Warrants issued in connection with its IPO as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). The Company’s management has evaluated both the Public Warrants and the Private Placement Warrants using ASC Subtopic 815-40, Section 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company has classified the warrants as derivative liabilities. The following table presents fair value information as of September 30, 2022 and December 31, 2021 of the Company’s warrants. The fair value of the Public Warrants issued are estimated using the quoted market price and a modified Black-Scholes model is used to value the Private Placement Warrants. The valuation model utilizes management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. These pricing inputs include the publicly traded value of the Public Warrants as of September 30, 2022 ($0.07 per warrant) and December 31, 2021 ($0.43 per warrant). Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability for Public Warrants and are As of September 30, 2022 As of December 31, 2021 Public Warrants $ 726,570 $ 4,450,500 Private Placement Warrants 402,808 2,480,240 $ 1,129,378 $ 6,930,740 The Company recognized a $680,522 and $5,801,362 $644,720 and $702,400 for the three and nine months ended September 30, 2021, respectively, upon the revaluation. The Company will remeasure these warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets 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: Level September 30, 2022 December 31, 2021 Assets: Government securities held in Trust Account 1 $ 107,048,750 $ 105,581,820 Liabilities: Private Placement Warrants 3 402,808 2,480,240 Public Warrants 3 726,570 4,450,500

Stockholders' Equity

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2022
Equity [Abstract]
Stockholders' Equity	NOTE 11. STOCKHOLDERS’ EQUITY Preferred Stock As of Class A Common Stock As of Class B Common Stock As of The Sponsor agreed not to transfer, assign, or sell any of its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its Business Combination on a one-for-one as-converted Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any events that require disclosure in the condensed consolidated financial statements. On October 28, 2022, the Company and Old SeaStar Medical consummated the transactions contemplated by the Merger Agreement. (see Note 1).

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and September 30, 2021, respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. Operating results for the Three and Nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any future period. The accompanying balance sheet as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	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, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $107,048,750 and $105,581,820 in investments held in the Trust Account as of September 30, 2022 and December 31, 2021, respectively.
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 . As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for the Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as shareholders’ equity. The Class A 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, as of September 30, 2022 and December 31, 2021 , respectively, shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts carrying value of redeemable shares of common stock to equal the redemption value at the end of the reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock resulted in charges against additional paid-in On October 28, 2022, as a result of the Business Combination, the Class A Common Stock was reclassified as Common Stock of the Company. See Note 1.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The is re-assessed at ASC 825-10 “Financial The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,738,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, to re-measurement at as non-current liabilities
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes”, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 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 In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of September 30, 2022, the Company determined that a valuation allowance should be established. As of September 30, 2022 and December 31, 2021, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at September 30, 2022 and December 31, 2021. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city 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 Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class Private Placement Warrants for the three and nine month periods ended September 30, 2022 and 2021 as the exercise prices were greater than the average market price during the period (out-of-the-money
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Derivative Liability (Tables)

Derivative Liability (Tables)	9 Months Ended
Derivative Liability (Tables)	Sep. 30, 2022
Derivative Liability [Abstract]
Schedule of Fair Value of Warrant Liability	The fair value of the warrant liability for Public Warrants and are As of September 30, 2022 As of December 31, 2021 Public Warrants $ 726,570 $ 4,450,500 Private Placement Warrants 402,808 2,480,240 $ 1,129,378 $ 6,930,740 The Company recognized a $680,522 and $5,801,362 $644,720 and $702,400 for the three and nine months ended September 30, 2021, respectively, upon the revaluation. The Company will remeasure these warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets 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: Level September 30, 2022 December 31, 2021 Assets: Government securities held in Trust Account 1 $ 107,048,750 $ 105,581,820 Liabilities: Private Placement Warrants 3 402,808 2,480,240 Public Warrants 3 726,570 4,450,500

Organization and Business Ope_2

Organization and Business Operations - Additional Details (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Oct. 28, 2022

Oct. 24, 2022

Aug. 23, 2022

Nov. 06, 2020

Jan. 28, 2021

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Jul. 29, 2022

Jul. 28, 2022

Dec. 31, 2021

Subsidiary Sale Of Stock [Line Items]

Proceeds from issuance of private placement warrants

$ 5,738,000

Transaction costs

$ 3,622,500

Business acquisition related costs

$ 1,391,601

$ 0

$ 2,453,569

$ 0

Warrants And Rights Outstanding Term

5 years

Debt Instrument, Maturity Date

Sep. 30, 2021

Sponsor Note [Member]

Subsidiary Sale Of Stock [Line Items]

Percentage of the gross cash proceeds received from any future debt

Debt Instrument, Face Amount

$ 2,785,000

$ 1,035,000

$ 1,750,000

Limit of gross cash proceeds exempt from repayment

$ 500,000

Debt Instrument, Maturity Date

Oct. 30, 2023

Maxim Note [Member]

Subsidiary Sale Of Stock [Line Items]

Percentage of the gross cash proceeds received from any future debt

25%

Limit of gross cash proceeds exempt from repayment

$ 500,000

Professional Fees

$ 4,182,353

Maximum [Member] | Sponsor Note [Member]

Subsidiary Sale Of Stock [Line Items]

Debt Instrument, Interest Rate, Stated Percentage

Maximum [Member] | Maxim Note [Member]

Subsidiary Sale Of Stock [Line Items]

Debt Instrument, Interest Rate, Stated Percentage

Minimum [Member] | Sponsor Note [Member]

Subsidiary Sale Of Stock [Line Items]

Debt Instrument, Interest Rate, Stated Percentage

15%

Minimum [Member] | Maxim Note [Member]

Subsidiary Sale Of Stock [Line Items]

Debt Instrument, Interest Rate, Stated Percentage

15%

LMFA Note [Member]

Subsidiary Sale Of Stock [Line Items]

Percentage of the gross cash proceeds received from any future debt

Line of Credit Facility, Expiration Date

Oct. 30, 2023

Cash proceeds

$ 500,000

LMFA Note [Member] | Maximum [Member]

Subsidiary Sale Of Stock [Line Items]

Line of Credit Facility, Interest Rate During Period

Line of Credit Facility, Interest Rate at Period End

15%

LMFA Note [Member] | Minimum [Member]

Subsidiary Sale Of Stock [Line Items]

Line of Credit Facility, Interest Rate During Period

15%

Line of Credit Facility, Interest Rate at Period End

18%

PIPE Warrants [Member] | PIPE Investors [Member]

Subsidiary Sale Of Stock [Line Items]

Aggregate purchase price of warrants

$ 7,000,000

Class of warrant or right issued during period warrants

700,000

Tumim Letter Agreement [Member] | Maximum [Member]

Subsidiary Sale Of Stock [Line Items]

Long-Term Purchase Commitment, Amount

$ 500,000

Tumim Letter Agreement [Member] | Minimum [Member]

Subsidiary Sale Of Stock [Line Items]

Long-Term Purchase Commitment, Amount

$ 1,000,000

Sea Star Medical Inc [Member]

Subsidiary Sale Of Stock [Line Items]

Additional amount deposited into trust account to provide additional time for business combination

$ 1,035,000

Tumim Stone Capital [Member] | Common Stock Purchase Agreement [Member]

Subsidiary Sale Of Stock [Line Items]

Business acquisition related costs

$ 2,500,000

Common Stock Value

$ 100,000,000

LMF Merger Sub, Inc [Member]

Subsidiary Sale Of Stock [Line Items]

Business Combination, Consideration Transferred

$ 85,408,328

Business acquisition transaction costs capped amount

800,000

Business Acquisition, Equity Interest Issued or Issuable, Value Assigned

$ 85,000,000

Number of share options exercised during the current period

8,878,960

Common Stock [Member] | LMF Merger Sub, Inc [Member]

Subsidiary Sale Of Stock [Line Items]

Common stock, par value

$ 0.0001

Business acquisition, common stock par value

$ 10

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares

7,837,628

Class A Common Stock [Member]

Subsidiary Sale Of Stock [Line Items]

Common stock, par value

$ 0.0001

Common Stock Value

$ 10

Class A Common Stock [Member] | PIPE Investors [Member]

Subsidiary Sale Of Stock [Line Items]

Stock issued

700,000

Common stock, par value

$ 10

Class of warrant or right exercise price

$ 11.5

Class A Common Stock [Member] | LMF Merger Sub, Inc [Member]

Subsidiary Sale Of Stock [Line Items]

Common stock, par value

$ 0.0001

Common Stock, Conversion Basis

one-to-one

Class B Common Stock [Member]

Subsidiary Sale Of Stock [Line Items]

Common stock, par value

$ 0.0001

Common Stock Value

$ 259

Class B Common Stock [Member] | LMF Merger Sub, Inc [Member]

Subsidiary Sale Of Stock [Line Items]

Common stock, par value

$ 0.001

IPO

Subsidiary Sale Of Stock [Line Items]

Stock issued

10,350,000

Sales price per unit

$ 10

IPO | Class A Common Stock [Member]

Subsidiary Sale Of Stock [Line Items]

Stock issued

10,350,000

Sales price per unit

$ 10

Proceeds from issuance of IPO units, net of offering costs

$ 103,500,000

Common stock, par value

$ 11.5

Private Placement | Warrant

Subsidiary Sale Of Stock [Line Items]

Stock issued

5,738,000

Sales price per unit

$ 1

Proceeds from issuance of private placement warrants

$ 5,738,000

IPO and Private Placement [Member]

Subsidiary Sale Of Stock [Line Items]

Sales price per unit

$ 10.2

Transaction costs

$ 6,211,902

Underwriting discount

2,070,000

Deferred underwriting fee

3,622,500

Underwriter compensation

1,000

Other offering costs

518,402

Cash available for working capital

974,009

Proceeds from sale held in trust

105,570,000

Maximum interest to pay dissolution expenses

$ 100,000

Significant Accounting Polici_3

Significant Accounting Policies - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 28, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash, Cash Equivalents, and Short-term Investments		$ 0		$ 0		$ 0
Insurance coverage				250,000
Offering Costs Total		6,211,902		6,211,902
Deferred offering costs		3,622,500		3,622,500
Other Transaction Costs		518,402		518,402
Unrecognized tax benefits		0		0		0
Penalties and interest accrued		0		0		0
Uncertain tax position				0		0
Money Market Funds [Member]
Assets Held-in-trust		107,048,750		$ 107,048,750		$ 105,581,820
Minimum [Member]
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent				50%
Underwriting Discount [Member]
Offering Costs Total		2,070,000		$ 2,070,000
Underwriters Compensation [Member]
Offering Costs Total		$ 1,000		$ 1,000
Public Warrants [Member]
Excluded from calculation of net income (loss) per share of common stock		10,350,000		10,350,000
Private Placement Warrants [Member]
Excluded from calculation of net income (loss) per share of common stock			5,738,000		5,738,000
IPO \| Public and Private Warrants [Member] \| Derivative Liabilities [Member]
Warrants issued	10,350,000
Private Placement \| Public and Private Warrants [Member] \| Derivative Liabilities [Member]
Warrants issued	5,738,000
Class A Common Stock [Member] \| Common Stock Subject To Mandatory Redemption [Member]
Shares subject to possible redemption		10,350,000		10,350,000		10,350,000

Government Money Market Fund _2

Government Money Market Fund Held in Trust Account - Additional Information (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Money Market Funds [Member]
Cash and Cash Equivalents [Line Items]
Proceeds from sale held in trust	$ 107,048,750	$ 105,581,820

Prepaid Expenses - Additional I

Prepaid Expenses - Additional Information (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Prepaid Expenses [Line Items]
Prepaid expenses	$ 132,875	$ 14,817
Directors and Officers Liability Insurance [Member]
Prepaid Expenses [Line Items]
Prepaid expenses	$ 174,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)	1 Months Ended
	Jan. 28, 2021	Sep. 30, 2022	Jul. 29, 2022	Dec. 31, 2021	Jan. 25, 2021
Class A Common Stock [Member]
Class Of Stock [Line Items]
Common stock, par value		$ 0.0001		$ 0.0001
IPO [Member]
Class Of Stock [Line Items]
Stock issued	10,350,000
Sales price per unit	$ 10
Expiration period	5 years
Period after business combination when warrants become exercisable	30 days
Period after offering when warrants become exercisable	12 months
IPO per unit held in trust account	$ 10.2
Interest to pay dissolution expenses	$ 100,000
Period allotted to complete the business combination	18 months
Extended Period allotted to complete the business combination	21 months
IPO [Member] \| Class A Common Stock [Member]
Class Of Stock [Line Items]
Stock issued	10,350,000
Sales price per unit	$ 10
Common stock, par value	$ 11.5
Related Party Extension Loans [Member]
Class Of Stock [Line Items]
Deposit into trust account			$ 1,035,000		$ 1,035,000

Private Placement - Additional

Private Placement - Additional Information (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 28, 2021	Sep. 30, 2022	Sep. 30, 2021
Subsidiary Sale Of Stock [Line Items]
Proceeds from issuance of private placement warrants			$ 5,738,000
Initial Business Combination [Member]
Subsidiary Sale Of Stock [Line Items]
Business Combination, Description		The Company’s Sponsor agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, which the Company elected to do (See Note 1), as described in more detail in the prospectus for the IPO) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, which the Company elected to do (See Note 1)). In addition, the Company’s Sponsor agreed to vote any founder shares it holds and any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination.
Warrant [Member] \| Private Placement [Member]
Subsidiary Sale Of Stock [Line Items]
Stock issued	5,738,000
Sales price per unit	$ 1
Proceeds from issuance of private placement warrants	$ 5,738,000
Sale of stock, description of transaction		The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
Period later on warrant not exercise after effective date		5 years

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)			1 Months Ended		9 Months Ended
	Jan. 25, 2021	Nov. 06, 2020	Jan. 31, 2021	Jan. 28, 2021	Sep. 30, 2021	Sep. 30, 2022	Jul. 29, 2022	Jul. 28, 2022	Feb. 01, 2022	Dec. 31, 2021	Jan. 27, 2020
Related Party Transaction [Line Items]
Line of credit facility, aggregate principal amount		$ 300,000
Debt maturity date		Sep. 30, 2021
Proceeds from Issuance of common stock					$ 103,500,000
Class B Common Stock [Member]
Related Party Transaction [Line Items]
Common stock, shares issued						2,587,500				2,587,500
Common stock, par value						$ 0.0001				$ 0.0001
Related Party Extension Loans [Member]
Related Party Transaction [Line Items]
Deposit into trust account	$ 1,035,000						$ 1,035,000
Deposit into trust account per share	$ 0.1
Founder Shares [Member] \| Class B Common Stock [Member]
Related Party Transaction [Line Items]
Common stock, shares issued		2,156,250
Proceeds from Issuance of common stock		$ 25,000
Common stock, par value		$ 0.012
Stock dividend			431,250
Aggregate shares issued			2,587,500
Description of transaction		The Sponsor agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions.
Promissory Notes [Member]
Related Party Transaction [Line Items]
Promissory notes repaid				$ 151,000
Borrowings aggregate draw down											$ 151,000
Notes payable, pelated parties						$ 1,750,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Principal amount borrowed for expenses of IPO								$ 1,750,000	$ 500,000

Commitments Registration Righ_2

Commitments Registration Rights - Additional Information (Details) - USD ($)	Jan. 25, 2021	Sep. 30, 2022	Dec. 31, 2021
Maxim Or Designees [Member]
Equity Commitments [Line Items]
Stock Issued	$ 1,000
Common Class A [Member]
Equity Commitments [Line Items]
Common stock, shares issued		103,500	103,500
Common Class A [Member] \| Maxim Or Designees [Member]
Equity Commitments [Line Items]
Common stock, shares issued	103,500

Derivative Liability - Addition

Derivative Liability - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class Of Warrant Or Right [Line Items]
Warrants outstanding	16,088,000		16,088,000
Redemption of warrants			$ 18
Redemption of warrants description			if: (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A 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 Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Warrants expiration			5 years
Warrant agreement description			In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).
Gain on warrant liability revaluation	$ 680,522	$ 644,720	$ 5,801,362	$ 702,400
Public Warrants [Member]
Class Of Warrant Or Right [Line Items]
Warrants per share	$ 0.07		$ 0.07		$ 0.43
Warrant
Class Of Warrant Or Right [Line Items]
Debt instrument redemption description			Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement 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 to each warrant holder; and
Minimum [Member]
Class Of Warrant Or Right [Line Items]
Percentage of aggregate gross proceeds from issuance			60%
Class A Common Stock [Member]
Class Of Warrant Or Right [Line Items]
Common stock price per share	11.5		$ 11.5
Business Combination [Member] \| Class A Common Stock [Member] \| Maximum [Member]
Class Of Warrant Or Right [Line Items]
Business combination issuance price	$ 9.2		$ 9.2

Derivative Liability - Schedule

Derivative Liability - Schedule of Fair Value of Warrant Liability (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Class Of Warrant Or Right [Line Items]
Fair value of warrants liability	$ 1,129,378	$ 6,930,740
Fair Value, Inputs, Level 3 [Member]
Class Of Warrant Or Right [Line Items]
Fair value of warrants liability	1,129,378	6,930,740
Public Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Class Of Warrant Or Right [Line Items]
Fair value of warrants liability	726,570	4,450,500
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Class Of Warrant Or Right [Line Items]
Fair value of warrants liability	$ 402,808	$ 2,480,240

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member] \| Government Securities Held In Trust Account [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Government securities held in Trust Account	$ 107,048,750	$ 105,581,820
Fair Value, Inputs, Level 3 [Member] \| Private Placement Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Private Placement Warrants	402,808	2,480,240
Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member] \| Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Private Placement Warrants	$ 726,570	$ 4,450,500

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock - Narrative Information (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock - Narrative Information (Details) - $ / shares	1 Months Ended
	Jan. 31, 2021	Sep. 30, 2022	Dec. 31, 2021
Class A Common Stock [Member]
Class Of Stock [Line Items]
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common Stock, Shares, Issued		103,500
Common Stock, Shares, Outstanding		103,500
Common Stock subject to redemption		10,350,000
Common stock, shares issued		103,500	103,500
Common stock, shares outstanding		103,500	103,500
Common Stock, Closing Price per share		$ 12
Class B Common Stock [Member]
Class Of Stock [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares issued		2,587,500	2,587,500
Number of Common Shares, declared dividend	2,587,500
Common stock, shares outstanding		2,587,500	2,587,500
Conversion rate of Common Shares, Percentage		20%