| Significant Accounting Policies | Note 2 — Significant
Accounting Policies Basis
of Presentation The accompanying
unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States
of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited
condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement
of the balances and results for the period presented. Operating results for the three months ended December 31, 2021 are not necessarily
indicative of the results that may be expected through September 30, 2022. The accompanying
unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with
SEC on December 29, 2021. 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 the 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used. Use of
Estimates The preparation
of 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
had $ 419,700 150,003,896 Investment
Held in Trust Account As of December
31, 2021, the assets held in the Trust Account were held in a money market fund. The Company’s portfolio of investments held in
the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 Fair
Value Measurements Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some
circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those
instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that
is significant to the fair value measurement. The fair value
of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements
and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid expenses,
accrued offering costs and expenses, and amounts due to related parties are estimated to approximate the carrying values as of December
31, 2021 due to the short maturities of such instruments. 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 Corporation limit of $ 250,000 Offering
Costs Associated with IPO The Company
complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—“Expenses of Offering”.
Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to
the IPO. The Company incurred offering costs amounting to $ 3,537,515 1,500,000 2,037,515 Common
Stock Subject to Possible Redemption The Company
accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities
from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair
value. Conditionally redeemable common stock (including common stock 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, common stock are classified as stockholders’ equity. The Company’s shares of common
stock 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, 15,000,000 The Company
recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the
remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable common
stock resulted in charges against additional paid-in capital. Net
Loss Per Common Stock The Company
complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common stock
is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Remeasurement adjustments
associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation
of diluted loss per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently
exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 7,500,000 Accretion of
the carrying value of common stock subject to redemption value is excluded from net loss per common stock because the redemption value
approximates fair value. Schedule of basic and diluted net loss per
share
For the three months ended December 31, 2021
Subject to redemption
Not Subject to redemption
Basic and diluted net loss per share
Numerator:
Allocation of net loss $ (1,474,768 ) $ (561,346 )
Denominator
Weighted-average shares outstanding 15,000,000 5,709,500
Basic and diluted net loss per share $ (0.10 ) $ (0.10 ) Income
Taxes The Company
accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets
and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and
for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation
allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also
clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition
threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken
in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by
taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period,
disclosure and transition. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits
and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review
that could result in significant payments, accruals or material deviation from its position. The Company
has identified the United States as its only “major” tax jurisdiction. The Company
may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential
examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance
with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will
materially change over the next twelve months. The provision
for income taxes was deemed to be immaterial for the three months ended December 31, 2021. Recent
Accounting Pronouncements In August 2020,
the Financial Accounting Standards Board (“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. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption
permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial
position, results of operations or cash flows. Management does
not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect
on the Company’s unaudited condensed financial statements. Stock
Based Compensation On June 16,
2021, the Sponsor transferred 50,000 35,000 three 509,552 27,963 |
