Armada Acquisition Corp. I (AACI) 10-K 21 Dec 22 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Sep. 30, 2022	Dec. 13, 2022	Mar. 31, 2022
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--09-30
Entity File Number	000-00000
Entity Registrant Name	Armada Acquisition Corp. I
Entity Central Index Key	0001844817
Entity Tax Identification Number	85-3810850
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1760 Market Street
Entity Address, Address Line Two	Suite 602
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	(215)
Local Phone Number	543-6886
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 148,895,750
Entity Common Stock, Shares Outstanding		20,709,500
ICFR Auditor Attestation Flag	false
Common stock trades seperately		20,585,251
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	New York
Units Each Consisting Of One Share Of Common Stock And Onehalf Of One Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one half of one Redeemable Warrant
Trading Symbol	AACIU
Security Exchange Name	NASDAQ
Common Stock Par Value 0. 0001 Per Share [Member]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AACI
Security Exchange Name	NASDAQ
Warrants Each Exercisable For One Share Of Common Stock For 11. 50 Per Share [Member]
Title of 12(b) Security	Warrants, exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	AACIW
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2022	Sep. 30, 2021
Assets [Abstract]
Cash	$ 177,578	$ 657,590
Prepaid expenses	61,942	259,580
Total current assets	239,520	917,170
Prepaid expenses	0	201,282
Investment held in Trust Account	150,844,925	150,001,052
Total Assets	151,084,445	151,119,504
Current liabilities:
Accounts payable	3,137,535	93,467
Franchise tax payable	150,000	25,671
Income tax payable	145,621	0
Promissory Notes-Related Party	251,754	0
Accrued offering costs	0	89,889
Total current liabilities	3,684,910	209,027
Commitments and Contingencies (Note 6)
Common stock subject to possible redemption, 15,000,000 shares at redemption value of approximately $10.04 and $10.00 per share at September 30, 2022 and 2021, respectively	150,548,862	150,000,000
Stockholders' (Deficit) Equity :
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		0
Common stock, $0.0001 par value; 100,000,000 shares authorized, 5,709,500 and 6,834,500 shares issued and outstanding (excluding 15,000,000 shares subject to possible redemption) at September 30, 2022 and 2021, respectively	570	683
Additional paid-in capital	941,796	1,378,693
Accumulated deficit	(4,091,693)	(468,899)
Total Stockholders' (Deficit) Equity	(3,149,327)	910,477
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' (Deficit) Equity	$ 151,084,445	$ 151,119,504

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Sep. 30, 2021
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	15,000,000	15,000,000
Common stock subject to possible redemption, redemption value per share	$ 10.04	$ 10
Preferred Stock, Par or Stated Value Per Share	$ 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
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	5,709,500	6,834,500
Common Stock, Shares, Outstanding	5,709,500	6,834,500

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS - USD ($)	11 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Formation and operating costs	$ 184,105	$ 4,391,263
Stock-based compensation	285,846	111,852
Loss from operations	(469,951)	(4,503,115)
Other income
Trust interest income	1,052	1,025,942
Total other income	1,052	1,025,942
Loss before income tax provision	(468,899)	(3,477,173)
Income tax provision	0	(145,621)
Net loss	(468,899)	(3,622,794)
Common Stock [Member]
Other income
Net loss	$ 0	$ 0
Common Stock [Member] | Common stock subject to possible redemption [Member]
Other income
Basic weighted average shares outstanding	2,045,455	15,000,000
Diluted weighted average shares outstanding	2,045,455	15,000,000
Basic net loss per share	$ (0.08)	$ (0.17)
Diluted net loss per share	$ (0.08)	$ (0.17)
Common Stock [Member] | Non-redeemable common stock [Member]
Other income
Basic weighted average shares outstanding	3,948,530	5,709,500
Diluted weighted average shares outstanding	3,948,530	5,709,500
Basic net loss per share	$ (0.08)	$ (0.17)
Diluted net loss per share	$ (0.08)	$ (0.17)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Beginning balance, value at Nov. 04, 2020	$ 0	$ 0	$ 0	$ 0
Beginning balance, shares at Nov. 04, 2020		0
Common Stock issued to Sponsor	36,045	$ 621	35,424	0
Common Stock issued to Sponsor, shares		6,212,500
Issuance of Representative shares	0	$ 25	(25)	0
Issuance of Representative shares, shares		250,000
Representative shares returned to the Company	0	$ (9)	9	0
Representative shares returned to the Company, shares		(87,500)
Sale of 459,500 Private Placement Shares	4,595,000	$ 46	4,594,954	0
Sale of 459,500 Private Placement Shares, shares		459,500
Fair value of warrants included in the 15,000,000 Units sold through public offering, net of offering costs	11,424,074		11,424,074	0
Stock-based compensation	285,846		285,846	0
Subsequent remeasurement of common stock subject to possible redemption	(14,961,589)		(14,961,589)	0
Net loss	(468,899)	$ 0	0	(468,899)
Ending balance, value at Sep. 30, 2021	$ 910,477	$ 683	1,378,693	(468,899)
Ending balance, shares at Sep. 30, 2021	6,834,500	6,834,500
Forfeiture of founder shares	$ 0	$ (113)	113	0
Forfeiture of founder shares (in shares)		(1,125,000)
Stock-based compensation	111,852	$ 0	111,852	0
Subsequent remeasurement of common stock subject to possible redemption	(548,862)		(548,862)	0
Net loss	(3,622,794)	0	0	(3,622,794)
Ending balance, value at Sep. 30, 2022	$ (3,149,327)	$ 570	$ 941,796	$ (4,091,693)
Ending balance, shares at Sep. 30, 2022	5,709,500	5,709,500

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS - USD ($)	11 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (468,899)	$ (3,622,794)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account	(1,052)	(1,025,942)
Stock-based compensation	285,846	111,852
Changes in current assets and liabilities:
Prepaid expenses	(460,862)	398,920
Accounts payable	93,467	2,954,179
Franchise tax payable	25,671	124,329
Income tax payable	0	145,621
Net cash used in operating activities	(525,829)	(913,835)
Cash Flows from Investing Activities:
Interest withdrawn from Trust Account	0	182,069
Principal deposited in Trust Account	(150,000,000)	0
Net cash provided by (used in) investing activities	(150,000,000)	182,069
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of costs	148,500,000	0
Proceeds from private placement	4,595,000	0
Proceeds from sale of common stock to initial shareholders	36,045	0
Proceeds from issuance of promissory notes to related party	230,352	483,034
Repayment of promissory notes to related party	(230,352)	(231,280)
Payment of deferred offering costs	(1,947,626)
Net cash provided by financing activities	151,183,419	251,754
Net change in cash	657,590	(480,012)
Cash, beginning of the period	0	657,590
Cash, end of the period	657,590	177,578
Supplemental disclosure of noncash investing and financing activities
Subsequent remeasurement of common stock subject to possible redemption	0	548,862
Initial value of common stock subject to possible redemption	150,000,000	0
Accrued deferred offering costs	$ 89,889	$ 0

Organization, Business Operatio

Organization, Business Operations and Going Concern	12 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business Operations and Going Concern	Note 1 - Organization, Business Operations and Going Concern Armada Acquisition Corp. I (the “Company”) is a blank check company incorporated as a Delaware corporation on November 5, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). As more fully described in this Note 1, on December 17, 2021, the Company entered into a business combination agreement with a target business. The Company concentrated its efforts in identifying businesses in the financial services industry with particular emphasis on businesses that are providing or changing technology for traditional financial services. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through September 30, 2022, relates to the Company’s formation and the initial public offering (the “IPO”) described below, and since the closing of the IPO, the search for a prospective initial 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Armada Sponsor LLC (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”). On August 17, 2021, the Company commenced the IPO of 15,000,000 units at $10.00 per unit (the “Units”). Simultaneously with the consummation of the IPO, the Company consummated the private placement of 459,500 shares of common stock (“Private Shares”), at a price of $10.00 per share for an aggregate purchase price of $4,595,000. Transaction costs amounted to $3,537,515 consisting of $1,500,000 of underwriting commissions, and $2,037,515 of other offering costs. Following the closing of the IPO on August 17, 2021, after releasing funds to the Company to be held outside of the Trust, $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO was held in a Trust Account (“Trust Account”) and has been invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s redemption of 100% of the outstanding public shares if it has not completed a Business Combination in the required time period The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. As of September 30, 2022, the Trust Account has released $182,069 to the Company to pay tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (as defined below) (excluding deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. In connection with any proposed Business Combination, the Company will either (1) seek stockholders approval of the initial Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether the Company will seek stockholders approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion. The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. Following the exercise of the automatic extension of the deadline for the Company to complete an initial business combination under our second amended and restated certificate of incorporation, the Company has until February 17, 2023 (or 18 months following our initial public offering) to consummate a business combination (unless we further extend the period of time to consummate a business combination) (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company but net of taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed (i) to vote any shares owned by them in favor of any proposed Business Combination, (ii) not to redeem any shares in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination, (iii) that the founders’ shares will not participate in any liquidating distributions from the Company’s Trust Account upon winding up if a Business Combination is not consummated. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. The agreement to be entered into by the Sponsor will specifically provide for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims for indemnification by the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so. On December 17, 2021, the Company entered into a business combination agreement with Rezolve Limited, a private limited company incorporated under the laws of England and Wales (“ Rezolve Cayman NewCo Rezolve Merger Sub Business Combination Agreement Business Combination In connection with the execution of the definitive Business Combination Agreement, certain investors have agreed to purchase an aggregate of 2,050,000 ordinary shares of Cayman NewCo for the purchase price of $10.00 per share, for an aggregate purchase price of $20.5 million pursuant to certain subscription agreements (the “ Subscription Agreements Concurrently with the execution and delivery of the Business Combination Agreement, Armada and the Key Company Shareholders (as defined in the Business Combination Agreement) have entered into the Transaction Support Agreement (the “ Transaction Support Agreement On November 10, 2022, the Company and Rezolve entered into a First Amendment to the Business Combination Agreement (the “Amendment,” and together with the Original Business Combination Agreement, the “Business Combination Agreement” and the business combination contemplated thereby, the “Business Combination”), to among other things, extend the date on which either party to the Business Combination Agreement had the right to terminate the Business Combination Agreement if the Business Combination had not been completed by such date to the later of (i) January 31, 2023 or (ii) fifteen days prior to the last date on which the Company may consummate a Business Combination, and change the structure of the Business Combination such that Cayman NewCo is no longer a party to the Business Combination Agreement or the Business Combination. Liquidity and Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2022, the Company had approximately $0.2 million in its operating account and working capital deficiency of approximately $3.1 million (excluding income tax payable and franchise tax payable). Prior to the completion of the IPO, the Company’s liquidity needs have been satisfied through the $36,045 proceeds received from the sale of its Founder Shares to the Sponsor, the advances of $230,352 from the Sponsor to cover the Company’s offering costs in connection with the IPO, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The balance of the advances from Sponsor was fully repaid on August 17, 2021. On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $483,034 in order to assist the Company to fund its working capital needs (see Note 5). The loan is evidenced by two promissory notes in the aggregate principal amount of $483,034 from the Company, as maker, to the Sponsor, as payee. The promissory notes are non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. During July 2022, the Company fully repaid one of the promissory notes in the amount of $ 187,034 44,246 251,754 In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans, as defined below (see Note 5). As of September 30, 2022, there were no amounts outstanding under any Working Capital Loans. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through February 17, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or that of Rezolve’s or any other target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. 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 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 $177,578 and $657,590 in cash as of September 30, 2022 and 2021, respectively. Investment Held in Trust Account As of September 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. The Company classifies its US Treasury bills as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the unaudited condensed statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on September 30, 2022 are as follows: Carrying Gross Gross Fair Value Cash $ 320 $ — $ — $ 320 U.S. Treasury Bills 150,844,605 19,242 — 150,863,847 $ 150,844,925 $ 19,242 $ — $ 150,864,167 As of September 30, 2021, the assets held in the Trust Account were held in a money market fund, which were classified as trading securities. Trading securities are presented on the 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 gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information and are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as described below). 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 promissory notes to related party are estimated to approximate the carrying values as of September 30, 2022 and 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. At September 30, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 as a result of the IPO consisting of a $1,500,000 underwriting commissions, and $2,037,515 of other offering costs. 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 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. At September 30, 2022, the common stock reflected in the balance sheets are reconciled in the following table: Gross Proceeds $ 150,000,000 Less: Proceeds allocated to Public Warrants (11,700,000 ) Less: Issuance costs related to common stock (3,261,589 ) Plus: Remeasurement of carrying value to redemption value 14,961,589 Common stock subject to possible redemption – September 30, 2021 $ 150,000,000 Plus: Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account) 548,862 Common stock subject to possible redemption – September 30, 2022 $ 150,548,862 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 shares of common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. 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. For the year ended For the period from November 5, 2020 through September 30, 2021 Common stock subject to redemption Common stock Common stock redemption Common stock Basic and diluted net loss per share Numerator: Allocation of net loss $ (2,624,009 ) $ (998,785 ) $ (160,012 ) $ (308,887 ) Denominator Weighted-average shares outstanding 15,000,000 5,709,500 2,045,455 3,948,530 Basic and diluted net loss per share $ (0.17 ) $ (0.17 ) $ (0.08 ) $ (0.08 ) Stock Based Compensation On June 16, 2021, the Sponsor transferred 50,000 shares to each of its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. The aggregate fair value of these shares was $509,552 at issuance. During the year ended September 30, 2022 and for the period from November 5, 2020 (inception) through September 30, 2021, the Company recognized $111,852 and $285,846 of stock-based compensation expense, respectively. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards 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) (“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 smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company continues to evaluate the impact of ASU 2020-06 to its financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Sep. 30, 2022
Initial Public Offering
Initial Public Offering	Note 3 – Initial Public Offering On August 17, 2021, the Company consummated its IPO of 15,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable days after the completion of the initial Business Combination, and will expire after the completion of the initial Business Combination or earlier upon redemption or liquidation (see Note . Following the closing of the IPO and settlement of funds on August 17, 2021, $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sales of Private Shares was placed in the Trust Account and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Private Placement

Private Placement	12 Months Ended
	Sep. 30, 2022
Private Placement
Private Placement	Note 4 – Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 459,500 Private Shares, at a price of $10.00 per Private Share, for an aggregate purchase price of $4,595,500 in a private placement. The proceeds from the sale of the Private Shares was added to the proceeds of the IPO and placed in a U.S.-based trust account. If the Company does not complete an initial Business Combination within 15 months (or 18 months if extended) from the closing of the IPO, the proceeds from the sale of the Private Shares will be included in the liquidating distribution to the public stockholders and the Private Shares will be worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On February 3, 2021, the Sponsor paid $25,000, approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 shares of common stock, par value $0.0001. On June 16, 2021, the Sponsor purchased an additional 700,000 shares of common stock at a purchase price of $0.006 per share, or an aggregate $4,070, and transferred 50,000 shares to its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. On July 23, 2021, the Sponsor purchased an additional 1,200,000 shares of common stock at a purchase price of $0.006 per share, or an aggregate $6,975, resulting in the Sponsor holding an aggregate of 6,007,500 shares of common stock and the Chief Executive Officer, President and independent directors holding an aggregate of 205,000 shares of common stock (such shares, collectively, the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in 1,125,000 founder shares forfeited to the Company for no consideration. The Sponsor, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earliest of (A) 180 days after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their public shares for cash, securities or other property. Additionally, upon consummation of the IPO, the Sponsor sold membership interests in the Sponsor to 10 anchor investors that purchased 9.9% of the units sold in the IPO. The Sponsor sold membership interests in the Sponsor entity reflecting an allocation of 131,250 Founder Shares to each anchor investor, or an aggregate of 1,312,500 Founder Shares to all anchor investors, at a purchase price of approximately $ per share. The Company estimated the aggregate fair value of these founder shares attributable to each anchor investor to be $ , or $ per share. The Company has offset the excess of the fair value against the gross proceeds from these anchor investors as a reduction in its additional paid-in capital in accordance with Staff Accounting Bulletin Topic 5A. Representative Common Stock On February 8, 2021, EarlyBirdCapital, Inc. and Northland Securities, Inc. (“Northland”) purchased 162,500 and 87,500 shares of common stock (“representative shares”), respectively, at an average purchase price of approximately $0.0001 per share, or an aggregate purchase price of $25.00. On May 29, 2021, Northland returned 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled. The representative shares are identical to the public shares included in the Units being sold in the IPO, except that the representative shares are subject to certain transfer restrictions, as described in more detail below. The holders of the representative shares have agreed not to transfer, assign or sell any such shares until 30 days after the completion of an initial Business Combination. In addition, the holders of the representative shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of an initial Business Combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete an initial Business Combination within 15 months (or 18 months if extended) from the closing of the IPO. Promissory Notes-Related Party On February 3, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of October 31, 2021 or the closing of the IPO. The Company borrowed $230,352 under the promissory note and the Company repaid in full upon settlement of funds from the IPO on August 17, 2021. On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $483,034 in order to assist the Company to fund its working capital needs. The loan is evidenced by two promissory notes in the aggregate principal amount of $483,034 from the Company, as maker, to the Sponsor, as payee. The promissory notes are non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. During July 2022, the Company fully repaid one of the promissory notes in the amount of $187,034 which represented monies loaned to the Company for the payment of Delaware franchise taxes. The Company utilized the interest earned on the Trust Account to repay the promissory note. The Company also paid $44,246 on behalf of the Sponsor for tax services in August and September 2022, resulting in $251,754 balance outstanding under the second promissory note as of September 30, 2022. Working Capital Loans In order to meet the Company’s working capital needs following the consummation of the IPO, the Sponsor, officers, directors or their affiliates may, but are not obligated to, loan the Company funds (“Working Capital Loans”), from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be non-interest bearing and be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at holder’s discretion, up to $ of the notes may be converted into shares at a price of $ per share. The shares would be identical to the Private Shares. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. As of September 30, 2022 and 2021, such Working Capital Loans were outstanding. Administrative Service Fee Commencing on the date of the IPO, the Company will pay the Sponsor $10,000 per month for office space, utilities and secretarial support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the year ended September 30, 2022 and for the period from November 5, 2020 (inception) through September 30, 2021, the Company paid $120,000 and $20,000 administrative service fee, respectively.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 6 - Commitments & Contingencies Registration Rights The holders of the Founder Shares issued and outstanding on the date of the IPO, as well as the holders of the representative shares, Private Shares and any shares the Company’s Sponsor, officers, directors or their affiliates may issue in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the IPO. The holders of a majority of these securities (other than the holders of the representative shares) are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Shares and shares issued to the Company’s Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO, or $1,500,000 (and are entitled to an additional $225,000 of deferred underwriting commission payable at the time of an initial Business Combination if the underwriters’ over-allotment is exercised in full). On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in the $225,000 deferred underwriting commission to be not payable to the underwriter. Financial Advisory Fee The Company engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to one (1.0) percent of the aggregate proceeds of the IPO, or $1,500,000, upon closing of the IPO. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. On August 18, 2021, the Company paid to CCM in aggregate of $1,500,000. CCM has agreed to defer the payment of the portion of the advisory fee attributable to over-allotment option until the consummation of the initial Business Combination. CCM is engaged to represent the Company’s interests only. The Company will also engage CCM as an advisor in connection with the initial Business Combination for which it will earn an advisory fee of 2.25% of the gross proceeds of the IPO, or $3,375,000, payable at closing of the Business Combination. On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in no additional fees and commissions related to the over-allotment option to be not payable to CCM by the Company. Business Combination Marketing Agreement The Company engaged the representative of the underwriter as an advisor in connection with Business Combination to assist in holding meetings with the Company’s stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 2.25% of the gross proceeds of the IPO, or $3,375,000. The Company will also pay the representative a separate capital market advisory fee of $2,500,000 upon completion of the initial Business Combination. Additionally, the Company will pay the representative a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if the representative introduces the Company to the target business with which the Company completes a Business Combination. On October 1,2021, the underwriters’ over-allotment option expired unused resulting in no additional marketing fees related to the over-allotment option to be not payable to the representative on the underwriter by the Company. Right of First Refusal If the Company determines to pursue any equity, equity-linked, debt or mezzanine financing relating to or in connection with an initial Business Combination, then Northland Securities, Inc. shall have the right, but not the obligation, to act as book running manager, placement agent and/or arranger, as the case may be, in any and all such financing or financings. This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	12 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 7 - Recurring Fair Value Measurements As of September 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. As of September 30, 2021, the assets held in the Trust Account were held in a money market fund. The estimated fair values of investments held in the Trust Account are determined using available market information and are characterized as Level 1 investments. There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2022 and 2021.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	Note 8 – Stockholders’ Equity Preferred stock Common stock On May 29, 2021, Northland returned 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled and on June 16, 2021, the Sponsor purchased an additional 700,000 shares of common stock at a purchase price of $0.006 per share, resulting in the Sponsor holding an aggregate of 5,012,500 shares of common stock. On June 16, 2021, the Sponsor transferred 50,000 shares to its Chief Executive Officer and to its President and 35,000 shares to each of its three outside directors. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On October 1, 2021 the underwriter’s over-allotment option expired unused resulting in 1,125,000 founder shares forfeited to the Company for no consideration. Common stockholders of record are entitled to held on all matters to be voted on by stockholders. In connection with any vote held to approve the initial Business Combination, the Sponsor, as well as all of the Company’s officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to the IPO and any shares purchased in the IPO or following the IPO in the open market in favor of the proposed Business Combination. Warrants The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, in whole and not in part: • at any time after the warrants become exercisable, • upon not less than 30 days’ prior written notice of redemption to each warrant holder • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of 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” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 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. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) 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 greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Income Tax

Income Tax	12 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Tax	Note 9 - Income Tax The Company’s net deferred tax assets are as follows: September 30, 2022 September 30, 2021 Deferred tax asset Organizational costs/Startup expenses $ 351,592 $ 32,957 Stock-based compensation 83,517 60,028 Federal net operating loss — 5,484 Total deferred tax asset 435,209 98,469 Valuation allowance (435,209 ) (98,469 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: September 30, 2022 September 30, 2021 Federal Current $ 145,621 $ — Deferred (336,741 ) (98,469 ) State Current — — Deferred — — Change in valuation allowance 336,741 98,469 Income tax provision $ 145,621 $ — As of September 30, 2022 and 2021, the Company has $0 and $26,113 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended September 30, 2022 and the period from November 5, 2020 (inception) through September 30, 2021, the change in the valuation allowance A reconciliation of the federal income tax rate to the Company’s effective tax rate at September 30, 2022 and 2021 are as follows: September 30, 2022 September 30, 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Business combination expenses (15.50 )% 0.00 % Change in valuation allowance (9.70 )% (21.00 )% Income tax provision (4.25 )% — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Subsequent Events

Subsequent Events	12 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements. On November 10, 2022, the Company and Rezolve entered into a First Amendment to the Business Combination Agreement (the “Amendment,” and together with the Original Business Combination Agreement, the “Business Combination Agreement” and the business combination contemplated thereby, the “Business Combination”), to among other things, extend the date on which either party to the Business Combination Agreement had the right to terminate the Business Combination Agreement if the Business Combination had not been completed by such date to the later of (i) January 31, 2023 or (ii) fifteen days prior to the last date on which the Company may consummate a Business Combination, and change the structure of the Business Combination such that Cayman NewCo is no longer a party to the Business Combination Agreement or the Business Combination.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.
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 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	Use of Estimates The preparation of financial statements in conformity with 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 had $177,578 and $657,590 in cash as of September 30, 2022 and 2021, respectively.
Investment Held in Trust Account	Investment Held in Trust Account As of September 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. The Company classifies its US Treasury bills as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the unaudited condensed statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on September 30, 2022 are as follows: Carrying Gross Gross Fair Value Cash $ 320 $ — $ — $ 320 U.S. Treasury Bills 150,844,605 19,242 — 150,863,847 $ 150,844,925 $ 19,242 $ — $ 150,864,167 As of September 30, 2021, the assets held in the Trust Account were held in a money market fund, which were classified as trading securities. Trading securities are presented on the 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 gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information and are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as described below).
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. 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 promissory notes to related party are estimated to approximate the carrying values as of September 30, 2022 and 2021, due to the short maturities of such instruments.
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 Corporation limit of $250,000. At September 30, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Offering Costs Associated with IPO	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 as a result of the IPO consisting of a $1,500,000 underwriting commissions, and $2,037,515 of other offering costs.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in 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 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. At September 30, 2022, the common stock reflected in the balance sheets are reconciled in the following table: Gross Proceeds $ 150,000,000 Less: Proceeds allocated to Public Warrants (11,700,000 ) Less: Issuance costs related to common stock (3,261,589 ) Plus: Remeasurement of carrying value to redemption value 14,961,589 Common stock subject to possible redemption – September 30, 2021 $ 150,000,000 Plus: Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account) 548,862 Common stock subject to possible redemption – September 30, 2022 $ 150,548,862
Net Loss Per Common Stock	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 shares of common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. 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. For the year ended For the period from November 5, 2020 through September 30, 2021 Common stock subject to redemption Common stock Common stock redemption Common stock Basic and diluted net loss per share Numerator: Allocation of net loss $ (2,624,009 ) $ (998,785 ) $ (160,012 ) $ (308,887 ) Denominator Weighted-average shares outstanding 15,000,000 5,709,500 2,045,455 3,948,530 Basic and diluted net loss per share $ (0.17 ) $ (0.17 ) $ (0.08 ) $ (0.08 )
Stock Based Compensation	Stock Based Compensation On June 16, 2021, the Sponsor transferred 50,000 shares to each of its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. The aggregate fair value of these shares was $509,552 at issuance. During the year ended September 30, 2022 and for the period from November 5, 2020 (inception) through September 30, 2021, the Company recognized $111,852 and $285,846 of stock-based compensation expense, respectively.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Standards	Recent Accounting Standards 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) (“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 smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company continues to evaluate the impact of ASU 2020-06 to its financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities	The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on September 30, 2022 are as follows: Carrying Gross Gross Fair Value Cash $ 320 $ — $ — $ 320 U.S. Treasury Bills 150,844,605 19,242 — 150,863,847 $ 150,844,925 $ 19,242 $ — $ 150,864,167
Summary of common stock reflected in the balance sheets are reconciled	At September 30, 2022, the common stock reflected in the balance sheets are reconciled in the following table: Gross Proceeds $ 150,000,000 Less: Proceeds allocated to Public Warrants (11,700,000 ) Less: Issuance costs related to common stock (3,261,589 ) Plus: Remeasurement of carrying value to redemption value 14,961,589 Common stock subject to possible redemption – September 30, 2021 $ 150,000,000 Plus: Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account) 548,862 Common stock subject to possible redemption – September 30, 2022 $ 150,548,862
Schedule of basic and diluted net loss per share	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. For the year ended For the period from November 5, 2020 through September 30, 2021 Common stock subject to redemption Common stock Common stock redemption Common stock Basic and diluted net loss per share Numerator: Allocation of net loss $ (2,624,009 ) $ (998,785 ) $ (160,012 ) $ (308,887 ) Denominator Weighted-average shares outstanding 15,000,000 5,709,500 2,045,455 3,948,530 Basic and diluted net loss per share $ (0.17 ) $ (0.17 ) $ (0.08 ) $ (0.08 )

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
The Company's net deferred tax assets are as follows:	The Company’s net deferred tax assets are as follows: September 30, 2022 September 30, 2021 Deferred tax asset Organizational costs/Startup expenses $ 351,592 $ 32,957 Stock-based compensation 83,517 60,028 Federal net operating loss — 5,484 Total deferred tax asset 435,209 98,469 Valuation allowance (435,209 ) (98,469 ) Deferred tax asset, net of allowance $ — $ —
The income tax provision consists of the following:	The income tax provision consists of the following: September 30, 2022 September 30, 2021 Federal Current $ 145,621 $ — Deferred (336,741 ) (98,469 ) State Current — — Deferred — — Change in valuation allowance 336,741 98,469 Income tax provision $ 145,621 $ —
A reconciliation of the federal income tax rate to the Company's effective tax rate at September 30, 2022 is as follows:	A reconciliation of the federal income tax rate to the Company’s effective tax rate at September 30, 2022 and 2021 are as follows: September 30, 2022 September 30, 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Business combination expenses (15.50 )% 0.00 % Change in valuation allowance (9.70 )% (21.00 )% Income tax provision (4.25 )% — %

Organization, Business Operat_2

Organization, Business Operations and Going Concern (Details Narrative) - USD ($)					1 Months Ended	11 Months Ended	12 Months Ended
	Nov. 10, 2022	Aug. 16, 2022	Dec. 17, 2021	Aug. 17, 2021	Jul. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	May 09, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Date of incorporation							Nov. 05, 2020
Aggregate purchase price						$ 4,595,000	$ 0
Transaction costs				$ 3,537,515
Underwriting commissions				1,500,000
Other offering costs				2,037,515
Proceeds held in trust account				$ 150,000,000		150,001,052	$ 150,844,925
Trust assets value per unit				$ 10
Maturity period of government securities				185 days			185 days
Redemption outstanding public shares				100%
Percentage of trust assets for acquisition				80%
Percentage of ownership for acquisition				50%
Net tangible assets for acquisition				$ 5,000,001
Extended period from IPO closing to complete acquisition				18 months
Percentage of public shares to be redeemed				100%
Interest amount to pay dissolution expenses				$ 100,000
Minimum trust proceeds per share				$ 10
Operating account							$ 200,000
Note payable to related parties						0	251,754
Proceeds from sale of restricted investments						$ 0	182,069
Threshold date for consummation of business combination				Feb. 17, 2023
Net working capital excluding income tax and franchise tax payable							3,100,000
On Or After First January Two Thousand And Twenty Three [Member] | Inflation Reduction Act Of Two Thousand And Twenty Two [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of excise tax on certain repurchases		1%
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of days prior to the threhold date of completion of business combination in which the business combination agreement could be terminated	15 days
Subsequent Event [Member] | First Amendment To The Business Combination Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Threshold date for termination of business combination agreement	Jan. 31, 2023
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate loaned amount								$ 483,034
Note payable to related parties							230,352
Payment for services					$ 44,246		44,246
Sponsor [Member] | Promissory Notes [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Note payable to related parties								$ 483,034
Repayments of debt					$ 187,034
Business Combination Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued			2,050,000
Price per share			$ 10
Aggregate purchase price			$ 20.5
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds received							36,045
Sponsor fees							$ 230,352
IPO [Member] | Units [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued				15,000,000
Price per share				$ 10
Private Placement [Member] | Private Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued				459,500			459,500
Price per share				$ 10			$ 10
Aggregate purchase price							$ 4,595,500
Private Placement [Member] | Private [Member] | Purchase Aggregate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchase price				$ 4,595,000

Significant Accounting Polici_4

Significant Accounting Policies - Summary of carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities (Details)	Sep. 30, 2022 USD ($)
Schedule of Held-to-Maturity Securities [Line Items]
Carrying Value	$ 150,844,925
Gross Unrealized Gains	19,242
Gross Unrealized Losses	0
Fair Value	150,864,167
Cash
Schedule of Held-to-Maturity Securities [Line Items]
Carrying Value	320
Gross Unrealized Gains	0
Gross Unrealized Losses	0
Fair Value	320
U.S. Treasury Bills
Schedule of Held-to-Maturity Securities [Line Items]
Carrying Value	150,844,605
Gross Unrealized Gains	19,242
Gross Unrealized Losses	0
Fair Value	$ 150,863,847

Significant Accounting Polici_5

Significant Accounting Policies - Summary of common stock reflected in the balance sheets are reconciled (Details) - USD ($)	11 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Accounting Policies [Abstract]
Gross Proceeds	$ 150,000,000
Less: Proceeds allocated to Public Warrants	(11,700,000)
Less: Issuance costs related to common stock	(3,261,589)
Plus: Remeasurement of carrying value to redemption value	14,961,589
Plus: Subsequent remeasurement of carrying value to redemption value – Trust interest income		$ 548,862
Common stock subject to possible redemption	$ 150,000,000	$ 150,548,862

Schedule of basic and diluted n

Schedule of basic and diluted net loss per share (Details) - USD ($)	11 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Allocation of net loss	$ (468,899)	$ (3,622,794)
Redeemable Common Stock [Member]
Allocation of net loss	$ (160,012)	$ (2,624,009)
Weighted-average shares outstanding	2,045,455	15,000,000
Weighted-average shares outstanding	2,045,455	15,000,000
Basic and diluted net loss per share	$ 0.08	$ 0.17
Basic and diluted net loss per share	$ 0.08	$ 0.17
Common Stock [Member]
Allocation of net loss	$ (308,887)	$ (998,785)
Weighted-average shares outstanding	3,948,530	5,709,500
Weighted-average shares outstanding	3,948,530	5,709,500
Basic and diluted net loss per share	$ 0.08	$ 0.17
Basic and diluted net loss per share	$ 0.08	$ 0.17

Significant Accounting Polici_6

Significant Accounting Policies (Details Narrative)			12 Months Ended
	Aug. 17, 2021 USD ($)	Jun. 16, 2021 USD ($) Director shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2021 USD ($) shares
Cash and cash equivalents			$ 177,578	$ 657,590
Maturity period of government securities	185 days		185 days
Exceed limit			$ 250,000
Shares of common stock subject to possible redemption | shares			15,000,000	15,000,000
Fair value of converted shares		$ 509,552
Compensation expense			$ 111,852	$ 285,846
Offering costs	$ 3,537,515
Underwriting commissions	1,500,000
Other offering costs	$ 2,037,515
President [Member]
Shares of common stock transferred | shares		50,000
Director [Member]
Shares of common stock transferred | shares		35,000
Number of independent directors | Director		3
Warrant [Member]
Warrants exercise to purchase common stock | shares			7,500,000

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)		12 Months Ended
	Aug. 17, 2021	Sep. 30, 2022	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price		$ 11.5
Warrant exercisable period after business combination		30 days
Proceeds held in trust account	$ 150,000,000	$ 150,844,925	$ 150,001,052
Trust assets value per unit	$ 10
Maturity period of government securities	185 days	185 days
IPO [Member] | Units [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	15,000,000
Price per share	$ 10
Description of units	Each Unit consists of one share of common stock and one-half of one redeemable warrant
Warrant exercise price	$ 11.5
Warrant exercisable period after business combination	30 days
Warrant expiration period	5 years

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)		11 Months Ended	12 Months Ended
	Aug. 17, 2021	Sep. 30, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 4,595,000	$ 0
Private Placement [Member] | Private Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock issued to sponsor, shares	459,500		459,500
Price per share	$ 10		$ 10
Aggregate purchase price			$ 4,595,500

Related Party Transactions (Det

Related Party Transactions (Details Narrative)								1 Months Ended	11 Months Ended	12 Months Ended
	Oct. 02, 2021 shares	Aug. 17, 2021 USD ($) Investor $ / shares shares	Jul. 23, 2021 USD ($) $ / shares shares	Jun. 16, 2021 USD ($) Director $ / shares shares	May 29, 2021 shares	Feb. 08, 2021 USD ($) $ / shares shares	Feb. 03, 2021 USD ($) $ / shares shares	Jul. 31, 2022 USD ($)	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	May 09, 2022 USD ($)
Related Party Transaction [Line Items]
Value of shares issued									$ 4,595,000
Common stock, par value | $ / shares									$ 0.0001	$ 0.0001
Aggregate purchase price									$ 4,595,000	$ 0
Underwriters over-allotment option expired | shares										1,125,000
Issuance of representative									0
Note payable to related parties									0	$ 251,754
Administrative fees expense									20,000	120,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Loan amount convertible into common stock										$ 1,500,000
Loan conversion price | $ / shares										$ 10
Bank overdrafts									$ 0	$ 0
Sponsor [Member]
Related Party Transaction [Line Items]
Maximum amount agreed to loan							$ 300,000
Debt maturity date										Oct. 31, 2021
Note payable to related parties										$ 230,352
Aggregate loaned amount											$ 483,034
Payment for services								$ 44,246		44,246
Monthly fee										$ 10,000
Sponsor [Member] | Promissory Notes [Member]
Related Party Transaction [Line Items]
Note payable to related parties											$ 483,034
Repayments of debt								$ 187,034
President [Member]
Related Party Transaction [Line Items]
Conversion of Stock, Shares Converted | shares				50,000
Director [Member]
Related Party Transaction [Line Items]
Conversion of Stock, Shares Converted | shares				35,000
Number of independent directors | Director				3
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture | shares			6,007,500
Founder Shares [Member]
Related Party Transaction [Line Items]
Value of shares issued							$ 25,000
Price per share | $ / shares		$ 0.006	$ 0.006	$ 0.006			$ 0.006
Number of shares issued | shares			1,200,000	700,000			4,312,500
Common stock, par value | $ / shares							$ 0.0001
Aggregate purchase price			$ 6,975	$ 4,070
Period after business combination for transfer of shares										180 days
Stock allocated to each anchor investor, shares | shares		131,250
Stock allocated to anchor investors, shares | shares		1,312,500
Stock allocated to each anchor investor, value		$ 424,491
Stock allocated to each anchor investor, value per share | $ / shares		$ 3.23
Founder Shares [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares									1,125,000
Underwriters over-allotment option expired | shares	1,125,000
Founder Shares [Member] | Chief Executive Officer President and Independent Directors [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture | shares			205,000
Units [Member]
Related Party Transaction [Line Items]
Number of anchor investors | Investor		10
Units [Member] | IPO [Member]
Related Party Transaction [Line Items]
Price per share | $ / shares		$ 10
Number of shares issued | shares		15,000,000
Percentage of units purchased by anchor investors		9.90%
Representative Shares [Member]
Related Party Transaction [Line Items]
Price per share | $ / shares						$ 0.0001
Period after business combination for transfer of shares										30 days
Issuance of representative						$ 25
Period from Initial Public Offering closing to complete acquisition for waiver of distribution rights										15 months
Extended period from Initial Public Offering closing to complete acquisition for waiver of distribution rights										18 months
Representative Shares [Member] | EarlyBirdCapital, Inc. [Member]
Related Party Transaction [Line Items]
Issuance of representative shares, shares | shares						162,500
Representative Shares [Member] | Northland Securities, Inc. [Member]
Related Party Transaction [Line Items]
Issuance of representative shares, shares | shares					87,500	87,500

Commitments & Contingencies (De

Commitments & Contingencies (Details Narrative) - USD ($)	Oct. 02, 2021	Aug. 18, 2021	Aug. 17, 2021
Commitments and Contingencies Disclosure [Abstract]
Underwriting discount percentage			1%
Underwriting commissions			$ 1,500,000
Deferred underwriting commission payable			$ 225,000
Deferred underwriting commission expired	$ 225,000
Advisory fee percentage for initial public offering			1%
Advisory fee for IPO amount if underwriters' option is not exercised			$ 1,500,000
Advisory fee paid		$ 1,500,000
Advisory fee percentage for business combination			2.25%
Advisory fee for business combination amount if underwriters' option is not exercised			$ 3,375,000
Marketing agreement fee percentage for business combination			2.25%
Marketing agreement fee for business combination amount if underwriters' option is not exercised			$ 3,375,000
Capital market advisory fee for business combination			$ 2,500,000
Cash fee percentage for target business introduction in business combination			1%

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative)

11 Months Ended

12 Months Ended

Oct. 02, 2021 shares

Jul. 23, 2021 $ / shares shares

Jun. 16, 2021 Director $ / shares shares

May 29, 2021 shares

May 29, 2021 shares

Feb. 08, 2021 $ / shares shares

Feb. 08, 2021 $ / shares shares

Feb. 03, 2021 USD ($) $ / shares shares

Feb. 03, 2021 USD ($) $ / shares shares

Sep. 30, 2021 USD ($) $ / shares shares

Sep. 30, 2022 $ / shares shares

Aug. 17, 2021 $ / shares

Class of Stock [Line Items]

Preferred stock, shares authorized

1,000,000

1,000,000

Preferred stock, par value | $ / shares

$ 0.0001

$ 0.0001

Preferred stock, shares issued

0

0

Preferred stock, shares outstanding

0

0

Common stock, shares authorized

100,000,000

100,000,000

Common stock, par value | $ / shares

$ 0.0001

$ 0.0001

Common stock, shares issued

6,834,500

5,709,500

Common stock, shares outstanding

6,834,500

5,709,500

Shares subject to redemption

15,000,000

15,000,000

Value of shares issued | $

$ 4,595,000

Number of Shares Forfeited

1,125,000

Common Stock, Voting Rights

one vote for each share

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 11.5

Warrant exercisable period after business combination

30 days

Warrant cashless exercise period after business combination

90 days

Period of trading days to determine fair market value of common stock

5 days

Warrants redemption price per share | $ / shares

$ 0.01

Notice period for warrants redemption

30 days

Common stock share price per share for warrants redemption | $ / shares

$ 18

Period of trading days within specified window for minimum common stock price for warrants redemption

20 days

Trading days specified window for minimum common stock price for warrants redemption

30 days

Common stock issue price per share below which triggers warrant adjustment | $ / shares

$ 9.2

Percentage of available equity proceeds below specified price which triggers warrant adjustment

60%

Common stock market value per share below which triggers warrant adjustment | $ / shares

$ 9.2

Percentage of Market Value for warrant exercise price adjustment

115%

President [Member]

Class of Stock [Line Items]

Conversion of Stock, Shares Converted

50,000

Director [Member]

Class of Stock [Line Items]

Conversion of Stock, Shares Converted

35,000

Number of independent directors | Director

3

Founder Shares [Member]

Class of Stock [Line Items]

Common stock, par value | $ / shares

$ 0.0001

$ 0.0001

Value of shares issued | $

$ 25,000

Price per share | $ / shares

$ 0.006

$ 0.006

$ 0.006

$ 0.006

$ 0.006

Number of shares issued

1,200,000

700,000

4,312,500

Founder Shares [Member] | Over-Allotment Option [Member]

Class of Stock [Line Items]

Number of Shares Forfeited

1,125,000

Founder Shares [Member] | Sponsor [Member]

Class of Stock [Line Items]

Common stock, shares outstanding

5,012,500

Founder Shares 1 [Member]

Class of Stock [Line Items]

Value of shares issued | $

$ 25,000

Price per share | $ / shares

$ 0.006

$ 0.006

Number of shares issued

4,312,500

Representative Shares [Member]

Class of Stock [Line Items]

Price per share | $ / shares

$ 0.0001

$ 0.0001

Stock Repurchased and Retired During Period, Shares

25

Representative Shares [Member] | EarlyBirdCapital, Inc. [Member]

Class of Stock [Line Items]

Issuance of Representative shares, shares

162,500

Representative Shares [Member] | Northland Securities, Inc. [Member]

Class of Stock [Line Items]

Issuance of Representative shares, shares

87,500

87,500

Stock Repurchased and Retired During Period, Shares

87,500

Income Tax - Company's net defe

Income Tax - Company's net deferred tax assets (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021
Deferred tax asset
Organizational costs/Startup expenses	$ 351,592	$ 32,957
Stock-based compensation	83,517	60,028
Federal net operating loss		5,484
Total deferred tax asset	435,209	98,469
Valuation allowance	(435,209)	(98,469)
Deferred tax asset, net of allowance

Income Tax - The Income tax pro

Income Tax - The Income tax provision (Details) - USD ($)	11 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Federal
Current		$ 145,621
Deferred	(98,469)	(336,741)
State
Current
Deferred
Change in valuation allowance	98,469	336,741
Income tax provision	$ 0	$ 145,621

Income Tax - Reconciliation of

Income Tax - Reconciliation of the federal income tax rate to the Company's effective tax rate (Details)	11 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Business combination expenses	0%	(15.50%)
Change in valuation allowance	(21.00%)	(9.70%)
Income tax provision	0%	(4.25%)

Income Tax (Details Narrative)

Income Tax (Details Narrative) - USD ($)	11 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Income Tax Disclosure [Abstract]
U.S federal operating loss carryforward	$ 26,113	$ 0
Change in valuation allowance	$ 98,469	$ 336,741