| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES Basis of Presentation The unaudited condensed financial
statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all of the information and footnotes necessary for a complete presentation of financial position,
results of operations, or cash flows. In the opinion of management, all adjustments (consisting of normal accruals) considered for a
fair presentation have been included. The accompanying unaudited condensed financial
statements should be read in conjunction with the audited financial statements and notes thereto included in the annual report on Form
10-K filed by the Company with the SEC on March 30, 2022. The interim results for the three and nine months ended September 30, 2022
are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of
certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight
Board regarding mandatory audit firm rotation or to provide a supplement to the auditor’s report providing additional information
about the audit and the financial statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used. 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. There were no Investments in Trust Account Investments held in trust account
is comprised of investments in a money market fund that invests in U.S. government securities and generally have a readily determinable
fair value. Such investments are recognized at fair value and presented on the condensed balance sheets at the end of each reporting
period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in trust
account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the trust account
are determined using available market information. Deferred Offering Costs Associated with the
Initial Public Offering The Company complies with the
requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Costs incurred
in connection with preparation for the Public Offering ($ 695,809 10,953,007 11,168,880 479,936 Income Taxes The Company follows the asset
and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
As of September 30, 2022 and December 31, 2021, the Company had deferred tax assets of approximately $ 189,000 129,000 The Company’s current
taxable income primarily consists of income earned on the Trust Account. The Company’s general and administrative costs are generally
considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2022, the Company recorded
$ 204,000 50 3 FASB ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022
and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income/(Loss) per Common Share The Company complies with accounting
and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are
referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes
of shares. This presentation assumes a business combination as the most likely outcome. Net income/(loss) per common stock is calculated
by dividing the net income/(loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net
income/(loss) per common stock does not consider the effect of the warrants issued in connection with the IPO (including exercise of the
over-allotment option) and the Private Placement to purchase an aggregate of 23,625,000 shares of Class A common stock
in the calculation of diluted income/(loss) per share, because their exercise is contingent upon future events and their inclusion would
be anti-dilutive under the treasury stock method. As a result, diluted net income/(loss) per share is the same as basic net income/(loss)
per share for the three and nine months ended September 30, 2022 and 2021. Accretion associated with the redeemable Class A common
stock is excluded from earnings per share as the redemption value approximates fair value. The
following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share
for each class of common stock:
Schedule of basic and diluted net loss per share
For the Three Months Ended
September 30, 2022 September 30, 2021
Class A Class B Class A Class B
Basic and diluted net income/(loss) per common share:
Numerator
Allocation of net income/(loss) $ 160,514 $ 39,830 $ — $ (875 )
Denominator
Basic and diluted weighted average common stock outstanding 20,855,250 5,175,000 — 4,500,000
Basic and diluted net income/(loss) per common share $ 0.01 $ 0.01 $ — $ —
For the Nine Months Ended
September 30, 2022 September 30, 2021
Class A Class B Class A Class B
Basic and diluted net income/(loss) per common share:
Numerator
Allocation of net income/(loss) $ 5,668,797 $ 1,406,650 $ — $ (1,325 )
Denominator
Basic and diluted weighted average common stock outstanding 20,855,250 5,175,000 — 4,500,000
Basic and diluted net income/(loss) per common share $ 0.27 $ 0.27 $ — $ — Redeemable Common Stock As discussed in Note 1, all of
the 20,700,000 5,000,001 While redemptions cannot cause
the Company’s net tangible assets to fall below $5,000,000, all shares of Class A common stock sold in the Initial Public Offering
are redeemable and will be classified as temporary equity on the Company’s balance sheet until such time as a redemption event takes
place. The value of Class A common stock that may be redeemed will be equal to $10.15 per share (which is the assumed redemption price)
multiplied by 20,700,000 shares of Class A common stock. Derivative Warrant Liabilities The Company accounts for warrants
as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and in accordance
with FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging”
(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet
the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under
ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding. For issued or modified warrants
that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded at their initial fair value of the date of issuance, and each balance sheet date thereafter. Changes in the
estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Costs associated with
issuing the warrants classified as derivative liabilities are charged to operations when the warrants are issued. 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 Deposit Insurance Corporation coverage of $ 250,000 Use of Estimates The preparation of
financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed
financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management
to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set
of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. Recent Accounting Pronouncements In August 2020, the FASB issued
ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”
(“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that
require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope
exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces
additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal
years, with early adoption permitted. The Company is currently evaluating the impact the pronouncement will have on the unaudited condensed
financial statements. Management does not believe that
any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the
Company’s unaudited condensed financial statements. Risks and Uncertainties Management continues to evaluate
the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a
negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific
impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements
do not include any adjustments that might result from the outcome of these uncertainties. In February 2022, a military
conflict started between Russia and Ukraine. The ongoing military conflict has provoked strong reactions from the United States, the
UK, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions
against Russia. Further, the precise effects of the ongoing military conflict and these sanctions on the global economies remain uncertain
as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results
of operations and cash flows is also not determinable as of the date of these unaudited condensed financial statements. On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and
certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed
on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally
1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise
tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the
Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the
abuse or avoidance of the excise tax. Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,
may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business
Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions
and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of the Business Combination,
(iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise
issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv)
the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company
and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could
cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business
Combination |
