Armada Acquisition Corp. I (AACI) 10-Q 14 Feb 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Dec. 31, 2022	Feb. 14, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--09-30
Entity File Number	001-40742
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 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 Common Stock, Shares Outstanding		20,709,500
Common stock trades seperately		20,585,251
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, each exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	AACIW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Sep. 30, 2022
Assets [Abstract]
Cash	$ 363,247	$ 177,578
Prepaid expenses	6,264	61,942
Total current assets	369,511	239,520
Investment held in Trust Account	153,634,598	150,844,925
Total Assets	154,004,109	151,084,445
Current liabilities:
Accounts payable	3,161,878	3,137,535
Franchise tax payable	200,000	150,000
Income tax payable	405,952	145,621
Promissory Notes-Related Party	2,201,754	251,754
Total current liabilities	5,969,584	3,684,910
Commitments and Contingencies (Note 4)
Common stock subject to possible redemption, 15,000,000 shares at redemption value of $10.20 and $10.04 per share at December 31, 2022 and September 30, 2022, respectively	153,028,205	150,548,862
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Common stock, $0.0001 par value; 100,000,000 shares authorized, 5,709,500 shares issued and outstanding (excluding 15,000,000 shares subject to possible redemption) at December 31, 2022 and September 30, 2022	570	570
Additional paid-in capital	969,759	941,796
Accumulated deficit	(5,964,009)	(4,091,693)
Total Stockholders' Deficit	(4,993,680)	(3,149,327)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	$ 154,004,109	$ 151,084,445

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Sep. 30, 2022
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	$ 10.2	$ 10.04
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	15,000,000
Common Stock, Shares, Outstanding	5,709,500	15,000,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Formation and operating costs	$ 394,352	$ 2,010,995
Stock-based compensation	27,963	27,963
Loss from operations	(422,315)	(2,038,958)
Other income
Trust interest income	1,289,673	2,844
Total other income	1,289,673	2,844
Income (loss) before provision for income taxes	867,358	(2,036,114)
Provision for income taxes	(260,331)	0
Net income (loss)	607,027	(2,036,114)
Common Stock [Member]
Other income
Net income (loss)	$ 0	$ 0
Common Stock [Member] | Common stock subject to possible redemption [Member]
Other income
Diluted weighted average shares outstanding	15,000,000	15,000,000
Basic net income (loss) per share	$ 0.03	$ (0.1)
Diluted net income (loss) per share	$ 0.03	$ (0.1)
Common Stock [Member] | Non-redeemable common stock [Member]
Other income
Basic weighted average shares outstanding	5,709,500	5,709,500
Diluted weighted average shares outstanding	5,709,500	5,709,500
Basic net income (loss) per share	$ 0.03	$ (0.1)
Diluted net income (loss) per share	$ 0.03	$ (0.1)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance, value at Sep. 30, 2021	$ 910,477	$ 683	$ 1,378,693	$ (468,899)
Beginning balance, shares at Sep. 30, 2021		6,834,500
Forfeiture of founder shares	0	$ (113)	113	0
Forfeiture of founder shares (in shares)		(1,125,000)
Stock-based compensation	27,963		27,963	0
Net income (loss)	(2,036,114)	$ 0	0	(2,036,114)
Ending balance, value at Dec. 31, 2021	(1,097,674)	$ 570	1,406,769	(2,505,013)
Ending balance, shares at Dec. 31, 2021		5,709,500
Beginning balance, value at Sep. 30, 2022	$ (3,149,327)	$ 570	941,796	(4,091,693)
Beginning balance, shares at Sep. 30, 2022	15,000,000	5,709,500
Stock-based compensation	$ 27,963		27,963	0
Subsequent remeasurement of common stock subject to possible redemption	(2,479,343)		0	(2,479,343)
Net income (loss)	607,027	$ 0	0	607,027
Ending balance, value at Dec. 31, 2022	$ (4,993,680)	$ 570	$ 969,759	$ (5,964,009)
Ending balance, shares at Dec. 31, 2022	5,709,500	5,709,500

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ 607,027	$ (2,036,114)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investments held in Trust Account	(1,289,673)	(2,844)
Stock-based compensation	27,963	27,963
Changes in current assets and liabilities:
Prepaid expenses	55,678	120,574
Accounts payable	24,344	1,603,681
Income tax payable	260,331	0
Franchise tax payable	50,000	48,850
Net cash used in operating activities	(264,331)	(237,890)
Cash Flows from Investing Activities:
Principal deposited in Trust Account	(1,500,000)	0
Net cash used in investing activities	(1,500,000)	0
Cash Flows from Financing Activities:
Proceeds from issuance of promissory notes to related party	1,950,000	0
Payment of deferred offering costs		0
Net cash provided by financing activities	1,950,000	0
Net change in cash	185,669	(237,890)
Cash, beginning of the period	177,578	657,590
Cash, end of the period	363,247	419,700
Supplemental disclosure of noncash investing and financing activities
Subsequent remeasurement of common stock subject to possible redemption	$ 2,479,343	$ 0

Organization, Business Operatio

Organization, Business Operations and Going Concern	3 Months Ended
	Dec. 31, 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 December 31, 2022, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through December 31, 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 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 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 had 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”). As further described in Note 1, on February 2, 2023, the stockholders approved an amendment to our certificate of incorporation 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 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 I 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 day On February 2, 2023, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (“Charter”) to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s Common Stock issued in the Company’s initial public offering, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023 (the “Extension”). The Company filed an amendment to the Company’s Charter with the Secretary of State of the State of Delaware reflecting the Extension. In connection with the Extension, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.17 per February 2, 2023 filed Form 8-K. As a result, approximately per February 2, 2023 filed Form 8-K will be removed from the Company’s Trust Account to pay such holders. 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 December 31, 2022, the Company had approximately $0.4 million in its operating account and working capital deficiency of approximately $5 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. are non-interest 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 3). As of December 31, 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, Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 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	3 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements 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”). Accordingly, they do not include all of the information and footnotes required by US GAAP. 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 for the period presented in the unaudited condensed financial statements. Operating results for the three months ended December 31, 2022, are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-K, Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $363,247 and $177,578 in cash as of December 31, 2022 and September 30, 2022, respectively. Investment Held in Trust Account As of December 31, 2022 the assets held in the Trust Account were held in a money market fund. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed 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 condensed statement of operations. As 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 Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity There were no held to maturity securities on December 31, 2022. The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on September 30, 2022 is 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 Held to maturity investments (U.S. Treasury Bills) recorded as of September 30, 2022 matured on October 22, 2022 and total amount of $151,046,320, including amortized interest, was reinvested in money market funds. 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 condensed balance sheets. 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 December 31, 2022 and September 30, 2022, 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 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’ deficit section of the Company’s condensed balance sheets. 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 At December 31, 2022 and 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 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 Plus: Remeasurement of carrying value to redemption value 2,479,343 Common stock subject to possible redemption – December 31, 2022 $ 153,028,205 Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (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 income (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 December 31, 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 income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. Accretion of the carrying value of common stock subject to redemption value is excluded from net income (loss) per common stock because the redemption value approximates fair value. Three months ended December 31, 2022 December 31, 2021 Common stock Common Common stock subject to Common stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 439,673 $ 167,354 $ (1,474,768 ) $ (561,346 ) Denominator Weighted-average shares outstanding 15,000,000 5,709,500 15,000,000 5,709,500 Basic and diluted net income (loss) per share $ 0.03 $ 0.03 $ (0.10 ) $ (0.10 ) Stock Based Compensation The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation–- Stock Compensation,” (“ASC 718”) which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the condensed statements of operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in 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 aforementioned transfer is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The aggregate fair value of these shares was $509,552 at issuance. A total of 100,000 shares vested upon consummation of the Initial Public Offering. The remaining 105,000 shares vest in equal quarterly installments until the second anniversary of the consummation of the Company’s Initial Public Offering, or August 17, 2023. For each of the three months ended December 31, 2022 and 2021 the Company recognized $27,963 At December 31, 2022 there are 33,750 shares that remain unvested. Total unrecognized compensation expense related to the unvested shares at December 31, 2022 amounted to $83,891 and is expected to be recognized over a period of 0.6 years. 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and September 30, 2022. 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. As of December 31, 2022 and September 30, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (30.01)% for three months ended December 30, 2022, and 0.00% for the three months ended December 31, 2021. The effective tax rate differs from the statutory tax rate of 21% for three months ended December 30, 2022 and 2021, due to the valuation allowance on the deferred tax assets. Management does not believe that any other

Related Party Transactions

Related Party Transactions	3 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 3 — Related Party Transactions Promissory Notes-Related Party 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. On November 10, 2022 the Sponsor loaned the Company $1,500,000 in order to cover the additional contribution to the trust account in connection with the automatic extension and $450,000 to fund its working capital needs. The promissory notes are non-interest 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. The aggregate balance outstanding under all promissory notes was $2,201,754 and $251,754 of December 31, 2022 and September 30, 2022, respectively. 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 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. For each of the three months ended December 31, 2022 and 2021, the Company incurred and paid $30,000 in administrative service fees.

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 4 — 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 1,2021the 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. 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. 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	3 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 5 — Recurring Fair Value Measurements As of December 31, 2022 , the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. 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. . There were no transfers between Levels 1, 2 or 3 during the three months ended December 31, 2022 and 2021.

Subsequent Events

Subsequent Events	3 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 6 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these unaudited condensed financial statements. On January 20, 2023, the Company and its Sponsor, entered into one or more agreements (the “Non-Redemption Non-Redemption Non-Redemption The Non-Redemption Non-Redemption Non-Redemption 2a-7 Non-Redemption On February 2, 2023, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Charter to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s Common Stock issued in the Company’s initial public offering, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023 (the “Extension”). The Company filed an amendment to the Company’s Charter with the Secretary of State of the State of Delaware reflecting the Extension. In connection with the Extension, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.17 per Feb 2, 2023 filed Form 8-K. As a result, approximately per Feb 2, 2023 filed Form 8-K will be removed from the Company’s Trust Account to pay such holders.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements 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”). Accordingly, they do not include all of the information and footnotes required by US GAAP. 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 for the period presented in the unaudited condensed financial statements. Operating results for the three months ended December 31, 2022, are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-K,
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $363,247 and $177,578 in cash as of December 31, 2022 and September 30, 2022, respectively.
Investment Held in Trust Account	Investment Held in Trust Account As of December 31, 2022 the assets held in the Trust Account were held in a money market fund. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed 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 condensed statement of operations. As 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 Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity There were no held to maturity securities on December 31, 2022. The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on September 30, 2022 is 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 Held to maturity investments (U.S. Treasury Bills) recorded as of September 30, 2022 matured on October 22, 2022 and total amount of $151,046,320, including amortized interest, was reinvested in money market funds. 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 condensed balance sheets.
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 December 31, 2022 and September 30, 2022, 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
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’ deficit section of the Company’s condensed balance sheets. 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 At December 31, 2022 and 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 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 Plus: Remeasurement of carrying value to redemption value 2,479,343 Common stock subject to possible redemption – December 31, 2022 $ 153,028,205
Net Loss Per Common Stock	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (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 income (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 December 31, 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 income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented. Accretion of the carrying value of common stock subject to redemption value is excluded from net income (loss) per common stock because the redemption value approximates fair value. Three months ended December 31, 2022 December 31, 2021 Common stock Common Common stock subject to Common stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 439,673 $ 167,354 $ (1,474,768 ) $ (561,346 ) Denominator Weighted-average shares outstanding 15,000,000 5,709,500 15,000,000 5,709,500 Basic and diluted net income (loss) per share $ 0.03 $ 0.03 $ (0.10 ) $ (0.10 )
Stock Based Compensation	Stock Based Compensation The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation–- Stock Compensation,” (“ASC 718”) which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the condensed statements of operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in 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 aforementioned transfer is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The aggregate fair value of these shares was $509,552 at issuance. A total of 100,000 shares vested upon consummation of the Initial Public Offering. The remaining 105,000 shares vest in equal quarterly installments until the second anniversary of the consummation of the Company’s Initial Public Offering, or August 17, 2023. For each of the three months ended December 31, 2022 and 2021 the Company recognized $27,963 At December 31, 2022 there are 33,750 shares that remain unvested. Total unrecognized compensation expense related to the unvested shares at December 31, 2022 amounted to $83,891 and is expected to be recognized over a period of 0.6 years.
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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and September 30, 2022. 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. As of December 31, 2022 and September 30, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (30.01)% for three months ended December 30, 2022, and 0.00% for the three months ended December 31, 2021. The effective tax rate differs from the statutory tax rate of 21% for three months ended December 30, 2022 and 2021, due to the valuation allowance on the deferred tax assets.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities	There were no held to maturity securities on December 31, 2022. The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on September 30, 2022 is 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 December 31, 2022 and 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 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 Plus: Remeasurement of carrying value to redemption value 2,479,343 Common stock subject to possible redemption – December 31, 2022 $ 153,028,205
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 income (loss) per common stock because the redemption value approximates fair value. Three months ended December 31, 2022 December 31, 2021 Common stock Common Common stock subject to Common stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 439,673 $ 167,354 $ (1,474,768 ) $ (561,346 ) Denominator Weighted-average shares outstanding 15,000,000 5,709,500 15,000,000 5,709,500 Basic and diluted net income (loss) per share $ 0.03 $ 0.03 $ (0.10 ) $ (0.10 )

Organization, Business Operat_2

Organization, Business Operations and Going Concern (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended
	Feb. 02, 2023	Jan. 20, 2023	Nov. 10, 2022	Dec. 17, 2021	Aug. 17, 2021	Jul. 31, 2022	Dec. 31, 2022	Sep. 30, 2022	Aug. 16, 2022	May 09, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Date of incorporation							Nov. 05, 2020
Transaction costs					$ 3,537,515
Underwriting commissions					1,500,000
Other offering costs					2,037,515
Proceeds held in trust account					$ 150,000,000		$ 153,634,598	$ 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							$ 400,000
Note payable to related parties							2,201,754	$ 251,754
Proceeds from sale of restricted investments							$ 182,069
Threshold date for consummation of business combination					Feb. 17, 2023		Feb. 17, 2023
Number of days prior to the threhold date of completion of business combination in which the business combination agreement could be terminated			15 days
Net working capital excluding income tax and franchise tax payable							$ 5,000,000
Redemption price							$ 10.2	$ 10.04
Inflation Reduction Act 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of Excise Tax									1%
Percentage Of Excise Tax At Fair Market Value Of The Shares Repurchased									1%
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
Working Capital Needs Funding [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from related party debt			$ 450,000
Four Promissory Notes [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Note payable to related parties										$ 2,433,034
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate loaned amount			$ 1,500,000							483,034
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
Non Redemption Agreements [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maturity period of government securities		185 days
Threshold date for consummation of business combination		Aug. 17, 2023
Percentage of redeemption of public shares	100%
Temporary equity shares redeemed during the period share	11,491,148
Redemption price	$ 10.17
Temporary Equity Shares Redeemed During the Period Value	$ 116,864,975
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
Price per share					$ 10
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 ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2022	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	$ 2,479,343	14,961,589
Plus: Subsequent remeasurement of carrying value to redemption value – Trust interest income		548,862
Common stock subject to possible redemption	$ 153,028,205	$ 150,548,862

Schedule of basic and diluted n

Schedule of basic and diluted net loss per share (Details) - USD ($)	3 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Allocation of net loss	$ 607,027	$ (2,036,114)
Redeemable Common Stock [Member]
Allocation of net loss	$ 439,673	$ (1,474,768)
Weighted-average shares outstanding	15,000,000	15,000,000
Weighted-average shares outstanding	15,000,000	15,000,000
Basic and diluted net loss per share	$ 0.03	$ (0.1)
Basic and diluted net loss per share	$ 0.03	$ (0.1)
Common Stock [Member]
Allocation of net loss	$ 167,354	$ (561,346)
Weighted-average shares outstanding	5,709,500	5,709,500
Weighted-average shares outstanding	5,709,500	5,709,500
Basic and diluted net loss per share	$ 0.03	$ (0.1)
Basic and diluted net loss per share	$ 0.03	$ (0.1)

Significant Accounting Polici_6

Significant Accounting Policies (Details Narrative)			3 Months Ended
	Aug. 17, 2021 USD ($)	Jun. 16, 2021 USD ($) shares	Dec. 31, 2022 USD ($) Director shares	Dec. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) shares
Cash and cash equivalents			$ 363,247		$ 177,578
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			$ 27,963	$ 27,963
Offering costs	$ 3,537,515
Underwriting commissions	1,500,000
Other offering costs	$ 2,037,515
Effective income tax reconciliation percentage			30.01%	0%
Statutory tax rate percentage			21%	21%
US Treasury Securities [Member]
Debt Securities, Held-to-Maturity, Fair Value					$ 151,046,320
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
IPO [Member]
Share-based compensation arrangement by share-based payment award, options, vested, number of shares | shares			100,000
Sharebased compensation arrangement by sharebased payment award options remaining number of shares vested | shares			105,000
Share-based compensation arrangement by share-based payment award, options, nonvested, number of shares | shares			33,750
Share-based payment arrangement, nonvested award, cost not yet recognized, amount			$ 83,891
Share-based compensation arrangement by share-based payment award, award vesting period			7 months 6 days
Warrant [Member]
Warrants exercise to purchase common stock | shares			7,500,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Nov. 10, 2022	Jul. 31, 2022	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	May 09, 2022
Related Party Transaction [Line Items]
Note payable to related parties			$ 2,201,754	$ 251,754
Administrative fees expense			30,000	30,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Loan amount convertible into common stock			$ 1,500,000
Loan conversion price			$ 10
Trust Account Contribution [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt	$ 1,500,000
Working Capital Needs Funding [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt	450,000
Sponsor [Member]
Related Party Transaction [Line Items]
Aggregate loaned amount	$ 1,500,000					$ 483,034
Payment for services		$ 44,246	$ 44,246
Monthly fee					$ 10,000
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Line of Credit Facility, Maximum Amount Outstanding During Period			$ 0	$ 0
Sponsor [Member] | Promissory Notes [Member]
Related Party Transaction [Line Items]
Note payable to related parties						$ 483,034
Repayments of debt		$ 187,034

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%

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Details Narrative)	3 Months Ended
	Dec. 31, 2022
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term of restricted investments	185 days

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)				3 Months Ended
	Feb. 02, 2023	Jan. 20, 2023	Aug. 17, 2021	Dec. 31, 2022	Sep. 30, 2022
Subsequent Event [Line Items]
Threshold date for consummation of business combination			Feb. 17, 2023	Feb. 17, 2023
Maturity period of government securities			185 days	185 days
Redemption price				$ 10.2	$ 10.04
Subsequent Event [Member] | Non Redemption Agreements [Member]
Subsequent Event [Line Items]
Number of shares allocated in exchange for non redeemption of public shares		75,000
Threshold date for consummation of business combination		Aug. 17, 2023
Period from consummation Of initial public offering to maintain funds in trust account		24 months
Maturity period of government securities		185 days
Percentage of redeemption of public shares	100%
Temporary equity shares redeemed during the period shares	11,491,148
Redemption price	$ 10.17
Temporary Equity Shares Redeemed During the Period Value	$ 116,864,975