| Note 2 — Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”)
for interim financial information and in accordance with Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures
normally included in condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the
rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary
for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying
unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair
presentation of the financial position, operating results and cash flows for the periods presented. The interim condensed financial statements
and notes thereto should be read in conjunction with the financial statements and notes thereto, included in our audited financial statements
included in our Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 29, 2022. The accompanying condensed balance
sheet as of December 31, 2021 has been derived from those audited financial statements. The interim results for the three months and nine
months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or
for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act
exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s unaudited condensed 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 . Risks and Uncertainties Management continues to evaluate the impact
of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's
financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as
of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16,
2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other
things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S.
domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the
repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1%
of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax,
repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock
repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury
(the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or
avoidance of the excise tax . Any redemption
or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be
subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination,
extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases
in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and
amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection
with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and
other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder,
the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available
on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Use of Estimates The preparation of unaudited condensed 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 unaudited condensed 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 had $23,519 $769,484 Cash Held in Trust Account As of September 30, 2022 and December 31, 2021,
the Company had $107,240,343 $107,028,738 Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Company coverage of $250,000 Class A Common Stock Subject to Possible
Redemption The Company accounts for its shares of Class
A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from
Equity.” Shares of Class A Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are
measured at fair value. Conditionally redeemable shares of common stock (including shares that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ deficit.
The Company’s shares of Class A Common Stock sold in the IPO feature certain redemption rights that are considered to be outside
of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December
31, 2021, 10,492,480 The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of
each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement
from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common
stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At September 30, 2022 and December 31, 2021,
the Class A Common Stock reflected in the condensed balance sheets are reconciled in the following table:
Gross Proceeds $ 104,924,800
Less:
Proceeds allocated to Public Warrants ( 1,626,335 )
Issuance costs related to Class A Common Stock ( 5,930,952 )
Plus:
Subsequent measurement of carrying value to redemption value 9,655,783
Class A Common Stock subject to possible redemption as of December 31, 2021 107,023,296
Plus:
Remeasurement of carrying value to redemption value 105,623
Class A Common Stock subject to possible redemption as of September 30, 2022 $ 107,128,919 Warrant Instruments As further discussed in Note 2 to the audited
financial statements for the year ended December 31, 2021, the Company accounts for warrants issued in connection with the IPO and
the Private Placement in accordance with the guidance contained in ASC 480 and ASC 815, “Derivatives and Hedging." Under
that guidance, warrants that do not meet the criteria for equity treatment would be classified as liabilities. The Public Warrants
and Private Warrants do meet the criteria for equity treatment, and therefore are included as part of stockholders' deficit on the
condensed balance sheets. As of each of September 30, 2022 and December 31, 2021, there were 5,246,240 4,298,496 Net Income (Loss) Per Common Share The Company applies the two-class method in
calculating earnings per share. Net income (loss) per share of common stock is computed by dividing the pro rata net income (loss) allocated
between the redeemable shares of Class A Common Stock and the non-redeemable shares of Class A Common Stock and Class B Common Stock by
the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted income (loss) per
share does not consider the effect of the warrants and redemption rights issued in connection with the IPO since the exercise of the warrants
are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable
for 9,544,736
For
the Three Months ended September 30,
2022 2021 For the Nine For the period from January 14, 2021
Common
Stock subject to possible redemption
Numerator:
Net
(loss) income allocable to Class A Common Stock subject to possible redemption $ 31,033 $ (244,918 ) $ (496,569 ) $ (164,497 )
Denominator:
Weighted
Average Redeemable shares of Class A Common Stock, Basic and Diluted 10,492,480 5,996,403 10,492,480 2,215,539
Basic
and Diluted (loss) income per share, Redeemable Class A common stock $ 0.00 $ (0.04 ) $ (0.05 ) $ (0.07 )
Non-Redeemable
common stock
Numerator:
Net
loss allocable to Class A and Class B Common Stock not subject to redemption $ 8,379 $ (109,414 ) $ (134,074 ) $ (190,523 )
Denominator:
Weighted
Average Non-Redeemable Class A and Class B Common Stock, Basic and Diluted 2,832,970 2,678,812 2,832,970 2,566,067
Basic
and diluted net (loss) income per share, Non-Redeemable common stock $ 0.00 $ (0.04 ) $ (0.05 ) $ (0.07 ) Income Taxes The tax (or benefit) related to ordinary income
(or loss) for interim periods presented is computed using an estimated annual effective tax rate and the tax (or benefit) related to
all other items is individually computed and recognized when the items occur. The Company follows the asset and liability
method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to differences between the financial statement 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 statement of operations 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. The provision for income taxes was deemed to be immaterial for the three and nine months ended September
30, 2022, for the three months ended September 30, 2021 and for the period from January 14, 2021 (inception) through September 30,
2021. The Company did not record a tax benefit and deferred tax asset on the losses recorded in the interim periods presented
because future realization was not more likely than not in the interim periods of occurrence. ASC 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. There were no No 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. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting
Standards Update (“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) (“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. The Company adopted ASU 2020-06 effective as of January
1, 2022 on a full retrospective basis. The adoption of ASU 2020-06 did not have an impact on the Company's 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. |
