GigInternational1 (GIW) 10-Q 21 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 16, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Registrant Name	GigInternational1, Inc.
Entity Central Index Key	0001848795
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		10,407,437
Entity Shell Company	true
Entity File Number	001-40424
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2256255
Entity Address, Address Line One	1731 Embarcadero Rd
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94303
City Area Code	650
Local Phone Number	276-7040
Document Transition Report	false
Document Quarterly Report	true
Units
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	GIWWU
Security Exchange Name	NASDAQ
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GIW
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	GIWWW
Security Exchange Name	NASDAQ

Condensed Balance Sheets (unaud

Condensed Balance Sheets (unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 49,516	$ 875,435
Prepaid expenses	326,141	805,390
Receivable from related party	6,286
Total current assets	381,943	1,680,825
Cash and marketable securities held in Trust Account	43,202,859	211,099,649
Interest receivable on cash and marketable securities held in Trust Account	80,536	1,793
Other long-term assets		103,091
TOTAL ASSETS	43,665,338	212,885,358
Current liabilities
Accounts payable	80,107	32,821
Accrued liabilities	1,203,082	1,116,043
Payable to related parties	540,987	18,934
Notes payable to related party	400,000
Other current liabilities	240,667	3,414
Total current liabilities	2,464,843	1,171,212
Warrant liability	38,360	278,110
Deferred underwriting fee payable	7,495,000	7,495,000
Total liabilities	9,998,203	8,944,322
Commitments and contingencies (Note 5)
Common stock subject to possible redemption, 4,223,437 shares and 20,900,000 shares as of September 30, 2022 and December 31, 2021, respectively, at a redemption value of $10.10 per share	43,038,328	211,098,028
Stockholders’ deficit
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 6,184,000 shares issued and outstanding (excluding 4,223,437 and 20,900,000 shares subject to possible redemption as of September 30, 2022 and December 31, 2021, respectively)	618	618
Accumulated deficit	(9,371,811)	(7,157,610)
Total stockholders’ deficit	(9,371,193)	(7,156,992)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$ 43,665,338	$ 212,885,358

Condensed Balance Sheets (una_2

Condensed Balance Sheets (unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement Of Financial Position [Abstract]
Common stock subject to possible redemption, shares	4,223,437	20,900,000
Common stock subject to possible redemption value per share	$ 10.10	$ 10.10
Preferred stock, par value	$ 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 value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,184,000	6,184,000
Common stock, shares outstanding	6,184,000	6,184,000
Redeemable common stock, shares	4,223,437	20,900,000

Condensed Statements of Operati

Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
General and administrative expenses	$ 1,009,703	$ 1,049,266	$ 1,389,818	$ 2,327,536
Loss from operations	(1,009,703)	(1,049,266)	(1,389,818)	(2,327,536)
Other income (expense)
Other income (expense)	(9,590)	(69,333)	(147,603)	239,750
Interest expense	3,077			3,077
Interest income on cash and marketable securities held in Trust Account	521,880	5,321	6,125	810,538
Loss before provision for income taxes	(500,490)	(1,113,278)	(1,531,296)	(1,280,325)
Provision for income taxes	155,731	1,587	1,827	241,653
Net loss and comprehensive loss	(656,221)	(1,114,865)	(1,533,123)	(1,521,978)
Common Stock Subject To Possible Redemption
Other income (expense)
Net loss and comprehensive loss	(656,221)	(1,114,865)	(1,533,123)	(1,521,978)
Net income attributable to common stock subject to possible redemption	$ 366,149	$ 3,734	$ 4,298	$ 568,885
Weighted average number of shares outstanding, basic	13,649,320	20,900,000	12,606,364	18,456,548
Weighted average number of shares outstanding, diluted	13,649,320	20,900,000	12,606,364	18,456,548
Basic net income (loss) per share	$ 0.03	$ 0	$ 0	$ 0.03
Diluted net income (loss) per share	$ 0.03	$ 0	$ 0	$ 0.03
Non Redeemable Common Stock
Other income (expense)
Weighted average number of shares outstanding, basic	6,179,000	6,179,000	5,676,723	6,179,000
Weighted average number of shares outstanding, diluted	6,179,000	6,179,000	5,676,723	6,179,000
Basic net income (loss) per share	$ (0.17)	$ (0.18)	$ (0.27)	$ (0.34)
Diluted net income (loss) per share	$ (0.17)	$ (0.18)	$ (0.27)	$ (0.34)
Net loss attributable to common stockholders	$ (1,022,370)	$ (1,118,599)	$ (1,537,421)	$ (2,090,863)

Condensed Statements of Stockho

Condensed Statements of Stockholders' Deficit (Unaudited) - USD ($)	Total	IPO	Over Allotment Option	Initial Public Offering Overallotment Option	Founder	Founder Private Placement	Underwriters Private Placement	Underwriters Over Allotment Option	Common Stock	Common Stock IPO	Common Stock Initial Public Offering Overallotment Option	Common Stock Founder	Common Stock Founder Private Placement	Common Stock Underwriters Private Placement	Common Stock Underwriters Over Allotment Option	Additional Paid In Capital	Additional Paid In Capital IPO	Additional Paid In Capital Initial Public Offering Overallotment Option	Additional Paid In Capital Founder	Additional Paid In Capital Founder Private Placement	Additional Paid In Capital Underwriters Private Placement	Additional Paid In Capital Underwriters Over Allotment Option	Accumulated Deficit
Balance at Feb. 22, 2021	$ 0								$ 0							$ 0							$ 0
Balance, Shares at Feb. 22, 2021									0
Sale of common stock		$ 188,453,945		$ 8,505,000	$ 25,000	$ 6,500,000	$ 3,000,000	$ 90,000		$ 2,000	$ 90	$ 574	$ 65	$ 30	$ 1		$ 188,451,945	$ 8,504,910	$ 24,426	$ 6,499,935	$ 2,999,970	$ 89,999
Sale of common stock, Shares										20,000,000	900,000	5,735,000	650,000	300,000	9,000
Issuance of common stock to Insiders for no consideration, Shares									5,000
Issuance of common stock to consultant	94,700								$ 1							94,699
Issuance of common stock to consultant, Shares									10,000
Forfeiture of shares by Founder due to partial exercise of over-allotment option												$ (53)							$ 53
Forfeiture of shares by Founder due to partial exercise of overallotment option, Shares												(525,000)
Fair value of warrants	(255,177)															(255,177)
Shares subject to redemption	(211,094,298)								$ (2,090)							(211,092,208)
Shares subject to redemption, Shares									(20,900,000)
Reclass of negative additional paid-in capital to accumulated deficit																4,681,448							(4,681,448)
Net loss	(1,533,123)																						(1,533,123)
Balance at Sep. 30, 2021	(6,213,953)								$ 618														(6,214,571)
Balance, Shares at Sep. 30, 2021									6,184,000
Balance at Jun. 30, 2021	(5,095,354)								$ 618														(5,095,972)
Balance, Shares at Jun. 30, 2021									6,184,000
Shares subject to redemption	(3,734)															(3,734)
Reclass of negative additional paid-in capital to accumulated deficit																3,734							(3,734)
Net loss	(1,114,865)																						(1,114,865)
Balance at Sep. 30, 2021	(6,213,953)								$ 618														(6,214,571)
Balance, Shares at Sep. 30, 2021									6,184,000
Balance at Dec. 31, 2021	$ (7,156,992)								$ 618														(7,157,610)
Balance, Shares at Dec. 31, 2021	6,184,000								6,184,000
Sale of common stock, Shares			0
Shares subject to redemption	$ (692,223)															(692,223)
Reclass of negative additional paid-in capital to accumulated deficit																692,223							(692,223)
Net loss	(1,521,978)																						(1,521,978)
Balance at Sep. 30, 2022	$ (9,371,193)								$ 618														(9,371,811)
Balance, Shares at Sep. 30, 2022	6,184,000								6,184,000
Balance at Jun. 30, 2022	$ (8,225,485)								$ 618														(8,226,103)
Balance, Shares at Jun. 30, 2022									6,184,000
Shares subject to redemption	(489,487)															(489,487)
Reclass of negative additional paid-in capital to accumulated deficit																$ 489,487							(489,487)
Net loss	(656,221)																						(656,221)
Balance at Sep. 30, 2022	$ (9,371,193)								$ 618														$ (9,371,811)
Balance, Shares at Sep. 30, 2022	6,184,000								6,184,000

Condensed Statement of Stockhol

Condensed Statement of Stockholders' Deficit (Unaudited) (Parenthetical)	Sep. 30, 2021 $ / shares
Founders
Sale of common stock price per share	$ 0.0043592
Founders | Private Placement
Sale of common stock price per share	10
Underwriters | Private Placement
Sale of common stock price per share	$ 10

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (unaudited) - USD ($)	7 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
OPERATING ACTIVITIES
Net loss	$ (1,533,123)	$ (1,521,978)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability	147,603	(239,750)
Interest earned on cash and marketable securities held in Trust Account	(6,125)	(810,538)
Stock-based compensation	94,700
Change in operating assets and liabilities:
Prepaid expenses	(838,373)	479,249
Receivable from related party		(6,286)
Other long-term assets	(304,885)	103,091
Accounts payable	13,925	117,286
Payable to related parties	13,177	522,053
Accrued liabilities	525,239	87,039
Other current liabilities	1,827	237,253
Net cash used in operating activities	(1,886,035)	(1,032,581)
INVESTING ACTIVITIES
Investment of cash in Trust Account	(211,090,000)	(400,000)
Cash withdrawn from Trust Account		169,028,585
Net cash provided by (used in) investing activities	(211,090,000)	168,628,585
FINANCING ACTIVITIES
Proceeds from sale of common stock to Founder	25,000	0
Proceeds from sale of Units, net of underwriting discounts paid	205,000,000
Redemption of Public Units		(168,751,923)
Borrowing from a related party	125,000	400,000
Repayment of borrowing from a related party	(125,000)
Payment of offering costs	(476,055)	(70,000)
Net cash provided by (used in) financing activities	214,138,945	(168,421,923)
Net increase (decrease) in cash during period	1,162,910	(825,919)
Cash, beginning of period		875,435
Cash, end of period	1,162,910	49,516
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Offering costs included in accrued liabilities	70,000
Fair value of warrant liability upon issuance of warrants	255,177
Deferred underwriting fee payable	7,495,000
Change in value of common stock subject to possible redemption	15,493,829	692,223
Founders
FINANCING ACTIVITIES
Proceeds from sale of Private Placement Units	6,500,000
Underwriters
FINANCING ACTIVITIES
Proceeds from sale of Private Placement Units	$ 3,090,000
Payment of offering costs		$ (4,000,000)

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Organization and Business Operations	1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigInternational1, Inc. (the “Company”) was incorporated in the state of Delaware on February 23, 2021. The Company was founded as a blank check company or special purpose acquisitions company (“SPAC”), formed by an affiliate of the serial SPAC issuer GigCapital Global, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). 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 Our Business Startups Act of 2012 (the “JOBS Act”). As of September 30, 2022, the Company had not commenced any operations. All activity for the period from February 23, 2021 (date of inception) through September 30, 2022 relates to the Company’s formation, the initial public offering (the “IPO” or “Offering”), as described in Note 3, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest, and as discussed further below, is ceasing its activities with respect to consummating a Business Combination. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. On May 18, 2021, the registration statement on Form S-1 (File No. 333-255234), as amended, relating to the Offering of the Company was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). The Company concurrently entered into an underwriting agreement (the “Underwriting Agreement”) on May 18, 2021 to conduct the Offering, the closing of which was consummated on May 21, 2021 with the delivery of 20,000,000 units (the “Public Units”) to the Underwriters (as defined below). The Public Units sold in the Offering consisted of the securities described in Note 3. The Offering generated gross proceeds to the Company Simultaneously with the closing of the Offering, the Company consummated the closing of a private placement sale (the “Private Placement”) of 950,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit. The Company’s sponsor, GigInternational1 Sponsor, LLC, a Delaware limited liability company (the “Founder” or “Sponsor”), purchased 650,000 Private Placement Units, and Oppenheimer & Co. Inc. and William Blair & Company, L.L.C. (collectively, the “Underwriters”) purchased 300,000 Private Placement Units in the aggregate. The closing of the Private Placement generated gross proceeds of $9,500,000 consisting of $6,500,000 from the sale of the Private Placement Units to the Founder and $3,000,000 from the sale of Private Placement Units to the Underwriters. On May 26, 2021, the Underwriters served to the Company a notice of the partial exercise of the over-allotment option, and on May 28, 2021, the Company sold 900,000 additional Public Units at a price of $10.00 per Public Unit, generating gross proceeds of $9,000,000. An amendment to the Underwriting Agreement was executed on May 28, 2021, whereby the total Underwriters’ discounts and commissions associated with the over-allotment of $0.55 per Public Unit or $495,000 was deferred. Concurrently with the closing of the sale of the over-allotment Public Units, the Company consummated the sale of 9,000 additional Private Placement Units to the Underwriters at a price of $10.00 per Private Placement Unit generating gross proceeds of $90,000. The closing of the sale of additional Public Units in the over-allotment and additional Private Placement Units generated net proceeds of $9,090,000 consisting of $9,000,000 from the sale of the over-allotment Public After deducting the underwriting discounts and commissions and offering expenses paid, the net proceeds in the amount of $196,000,000 from the sale of the Public held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in mo ney market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations . The Company incurred $12,041,055 in transaction costs, consisting of $4,000,000 of underwriting fees, $7,495,000 of deferred underwriting fees, and $546,055 of offering costs. The Company’s remaining cash after payment of the Offering costs will be held outside of the Trust Account for working capital purposes. Recent Developments Approval of Extension The Company’s Offering prospectus and Amended and Restated Certificate of Incorporation provided that the Company initially had until August 21, 2022 (the date which was 15 months after the consummation of the Offering) to complete the Business Combination. On August 19, 2022, the Company held a special meeting of its stockholders (the “Special Meeting”) and the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a Business Combination transaction from August 21, 2022 up to February 21, 2023. The Company previously entered into an Investment Management Trust Agreement (the “IMTA”), dated May 18, 2021, with Continental Stock Transfer & Trust Company, as trustee. At the Special Meeting, the Company’s stockholders approved an amendment to the IMTA (the “IMTA Amendment”) to extend the date by which the Company must consummate a Business Combination transaction from August 21, 2022 (the date which is 15 months from the closing date of the Company's Offering) on a monthly basis up to February 21, 2023 (the date which is 21 months from the closing date of the Company's Offering of units) by depositing into the Trust Account for each one-month extension the lesser of $200,000 or $0.05 per share multiplied by the number of common stock issued with the Public units then outstanding. The Company’s stockholders elected to redeem 16,676,563 shares of the Company’s common stock, which represented approximately 79.8% of the shares that were part of the Public Units sold in the Offering. Extension Amendment Contributions On August 19, 2022, the Company issued an unsecured, non-interest bearing promissory note (the “Extension Note”) to the Sponsor for a principal amount of $200,000. The proceeds from the Extension Note were deposited into the Trust Account in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation. The Extension Note matures on the earlier of the date on which the Company consummates its initial Business Combination or the date the Company winds up and may be prepaid without penalty. On September 19, 2022, the Extension Note was amended to increase the principal amount to $400,000 to cover an additional month extension. The second installment of $200,000 was deposited in the Trust Account by the Sponsor. Subsequent to September 30, 2022, the Company entered into the second amendment to the Extension Note. See Note 8. Subsequent Events. The Company has until November 21, 2022 (the “Combination Period”) to complete a Business Combination. As described in Note 8 below, the Company will be unable to consummate a Business Combination by the end of the Combination Period, and intends to dissolve and liquidate in accordance with the terms of the Amended and Restated Certificate of Incorporation. The Company plans to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the 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 pay taxes, 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 liquidating distributions, if any), 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, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares (but not public shares acquired in or after the Offering) if the Company fails to complete a Business Combination by the end of the Combination Period. The Underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination by the end of the Combination Period and, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the public shares. It is possible that the per share value of the assets remaining available for distribution will be less than the Offering price per Unit ($10.00). The Trust Account The funds in the Trust Account have been invested only in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds from the Offering outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses on acquisition targets and continuing general and administrative expenses. The Company’s Amended and Restated Certificate of Incorporation provides that, other than the payment of deferred underwriting commissions and the withdrawal of interest to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (1) the completion of the Business Combination; (2) the redemption of 100% of the outstanding public shares if the Company has not completed an initial Business Combination within 15 months from the closing of the Offering (or up to 21 months in total if the Company extends the period of time to consummate its initial Business Combination up to six (6) times for an additional one (1) month each time, provided that the Sponsor (or its designees) must deposit into the Trust Account for each one-month extension funds equal to the lesser of (A) $200,000, or (B) $0.05 per share multiplied by the number of common stock issued with the Public Units then outstanding in exchange for a non-interest bearing, unsecured promissory note); or (3) the redemption of shares in connection with a stockholder vote seeking to amend any provisions of the amended and restated certificate of incorporation relating to the Company’s pre-initial Business Combination activity and related stockholders’ rights. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the Business Combination. As discussed above, the Company is ceasing its activities with respect to consummating a Business Combination. The amount held in the Trust Account as of September 30, 2022 and December 31, 2021 was $43,202,859 and $211,099,649, respectively, which primarily represents cash and marketable securities of $196,000,000 from the sale of 20,000,000 Public On August 19, 2022 stockholders elected to redeem 16,676,563 shares of the Company’s common stock. Following such redemptions, $168,751,923 was withdrawn from the Trust Account on August 22, 2022. The Trust Account also received two one-month extension payments in the amount of $200,000 each on August 19, 2022 and September 19, 2022, respectively. Additionally, there was $80,536 and $1,793 of interest accrued, but not yet credited to the Trust Account, which was recorded in the condensed balance sheets in interest receivable on cash and marketable securities held in the Trust Account as of September 30, 2022 and December 31, 2021, respectively. The Company’s stockholders approved the IMTA Amendment that extends the date by which the Company must consummate a Business Combination transaction from August 21, 2022 (the date which is 15 months from the closing date of the Company’s Offering) on a monthly basis up to February 21, 2023 (the date which is 21 months from the closing date of the Company’s Offering of units) by depositing into the Trust Account for each one-month extension the lesser of $200,000 or $0.05 per share multiplied by the number of common stock issued with the Public units then outstanding In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Public Unit. On August 30, 2022, the Company and Convalt Energy, Inc. (“Convalt”) issued a joint press release and announced that the Company and Convalt have entered into a non-binding term sheet (the “Term Sheet”) for a Business Combination. Convalt is a vertically integrated renewable energy company in the business of manufacturing solar panels, generating renewable power at company-owned power generation facilities, and providing engineering and construction services including solar panel recycling for renewable energy projects. On November 15, 2022, the exclusivity period of the Term Sheet expired, and the Company and Convalt mutually agreed not to pursue this transaction and amicably parted ways. Going Concern Consideration As of September 30, 2022, the Company had $49,516 in cash and working capital deficit of $2,082,900. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem its shares of common stock. Further, as discussed above, the Company is ceasing its activities with respect to consummating a Business Combination and will instead be dissolving and liquidating the assets. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the accompanying unaudited condensed financial statements . Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 31, 2022. The condensed balance sheet as of December 31, 2021, has been derived from the audited consolidated financial statements but does not include all disclosures required by GAAP. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results for the year ending December 31, 2022 or any future interim period. Emerging Growth Company 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 an accounting 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 accounting standard at the time private companies adopt the new or revised standard. Net Loss Per Share of Common Stock The Company’s condensed statements of operations and comprehensive loss include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held in the Trust Account, net of tax, by the weighted-average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, net of tax, by the weighted-average number of non-redeemable common stock outstanding for the period, basic and diluted. When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the period it was outstanding. Since the Company was in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, net of tax, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, Period from February 23, 2021 (Date of Inception) through 2022 2021 2022 September 30, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 366,149 $ 3,734 $ 568,885 $ 4,298 Net income attributable to common stock subject to possible redemption $ 366,149 $ 3,734 $ 568,885 $ 4,298 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 13,649,320 20,900,000 18,456,548 12,606,364 Basic and diluted net income per share, common stock subject to possible redemption $ 0.03 $ 0.00 $ 0.03 $ 0.00 Non-Redeemable common stock Numerator: Net loss minus net earnings - Basic and diluted Net loss $ (656,221 ) $ (1,114,865 ) $ (1,521,978 ) $ (1,533,123 ) Less: net income attributable to common stock subject to redemption (366,149 ) (3,734 ) (568,885 ) (4,298 ) Net loss attributable to non-redeemable common stock $ (1,022,370 ) $ (1,118,599 ) $ (2,090,863 ) $ (1,537,421 ) Denominator: Weighted-average non-redeemable common shares Weighted-average non-redeemable common shares outstanding, basic and diluted 6,179,000 6,179,000 6,179,000 5,676,723 Basic and diluted net loss per share, non-redeemable common stock $ (0.17 ) $ (0.18 ) $ (0.34 ) $ (0.27 ) Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Cash and Marketable Securities Held in Trust Account As of September 30, 2022 and December 31, 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. 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 federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Offering costs in the amount of $12,041,055 consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Offering. Offering costs were charged to stockholders’ deficit and recorded in additional paid-in capital as a reduction to the gross proceeds received upon completion of the Offering. Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. As of September 30, 2022 and December 31, 2021, 4,223,437 and 20,900,000 shares of common stock were issued and outstanding that are subject to possible redemption, respectively. Stock-based Compensation Stock-based compensation related to restricted stock awards is based on the fair value of common stock on the grant date. The shares underlying the Company’s restricted stock award to Mr. Weightman are subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) on the condensed statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company assessed the potential impact of ASU 2020-06 and determined it would not have a material impact on the condensed financial statements as presented. The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Offering

Offering	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Offering	3. OFFERING On May 21, 2021, the Company completed the closing of the Offering whereby the Company sold 20,000,000 Public Units at a price of $10.00 per Public Unit. Each Public Unit consists of one share of the Company’s common stock, and one-half (1/2) of a public warrant. Each whole public warrant is exercisable for one share of common stock at a price of $11.50 per full share. As a result, increments of two public warrants must be exercised in order to obtain whole shares of common stock upon the exercise of the public warrants. The exercise price of the public warrants may be adjusted in certain circumstances as discussed in Note 6. Under the terms of the warrant agreement dated May 18, 2021 (the “Warrant Agreement”), the Company has agreed to use its best efforts to file a new registration statement under the Securities Act following the completion of the Company’s Business Combination. No fractional shares will be issued upon exercise of the public warrants. If, upon exercise of the public warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the public warrant holder. Each public warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period if the Company extends the period of time to consummate its initial Business Combination), the public warrants will expire worthless at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the public warrants during the exercise period, there will be no net cash settlement of these public warrants and the public warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the public warrants become exercisable, the Company may redeem the outstanding public warrants in whole and not in part at a price of $0.01 per public warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the public warrant holders. On July 2, 2021, the Company announced that the holders of the Company’s Public Public Public

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	4. RELATED PARTY TRANSACTIONS Founder Shares During the period from February 23, 2021 (date of inception) to December 31, 2021, the Founder purchased 5,210,000 shares of common stock (the “Founder Shares”), after giving effect to the forfeiture on May 28, 2021 of 525,000 Founder Shares due to the Underwriters partially exercising their over-allotment option on May 28, 2021, its Chief Financial Officer, The shares granted to Mr. Weightman are subject to forfeiture and cancellation if he resigns or the services are terminated for cause prior to the completion of the Business Combination. The Founder Shares are identical to the common stock included in the Public Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Private Placement The Founder and the Underwriters purchased from the Company an aggregate of 650,000 and 300,000 Private Placement Units, respectively, at a price of $10.00 per Private Placement Unit in a private placement that occurred simultaneously with the completion of the closing of the Offering. Concurrently with the partial exercise of the over-allotment option by the Underwriters on May 28, 2021, the Company consummated the sale of 9,000 additional Private Placement Units to the Underwriters at a price of $10.00 per Private Placement Unit. Each Private Placement Unit consists of one share of the Company’s common stock and one-half (1/2) of one warrant (a “Private Placement Warrant”). Each whole Private Placement Warrant will be exercisable for $11.50 per share, and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in Note 6. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act following the completion of the Company’s Business Combination. No fractional shares will be issued upon exercise of the Private Placement Warrants. If, upon exercise of the Private Placement Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number of shares of common stock to be issued to the Private Placement Warrant holder. Each Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period if the Company extends the period of time to consummate its initial Business Combination), the Private Placement Warrants will expire worthless at the end of such period, which is what will occur in light of the fact that the Company is ceasing its efforts to consummate a Business Combination. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Private Placement Warrants during the exercise period, there will be no net cash settlement of these Private Placement Warrants and the Private Placement Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the Private Placement Warrants become exercisable, the Company may redeem the outstanding Private Placement Warrants in whole and not in part at a price of $0.01 per Private Placement Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Private Placement Warrant holders. The Company’s Founder, Insiders and Underwriters have agreed not to transfer, assign or sell any of their respective Founder Shares, shares held by the Insiders, Private Placement Units, shares or other securities underlying such Private Placement Units that they may hold until the date that is (i) in the case of the Founder Shares or shares held by the Insiders, the earlier of (A) 6 months after the date of the consummation of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) the date on which the last sale price of the Company’s common stock equals or exceeds $ 11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 90 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Company’s Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the Private Placement Units and shares or other securities underlying such Private Placement Units, until 30 days after the completion of the C ompany’s Business Combination. Unlike the public warrants included in the Public If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders. Administrative Services Agreement and Other Agreements The Company agreed to pay $30,000 a month for office space, administrative services and secretarial support to an affiliate of the Founder, GigManagement, LLC. Services commenced on May 19, 2021, the date the securities were first listed on the Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. On January 1, 2022, the payment for such services was deferred until after the Business Combination is completed, and $270,000 is included in payable to related parties as of September 30, 2022. On May 18, 2021, the Company entered into a Strategic Services Agreement with Mr. Weightman, its Chief Financial Officer, who holds 5,000 Insider Shares. Mr. Weightman is initially receiving $5,000 per month for his services and such amount could increase to up to $10,000 per month dependent upon the scope of services provided, as may be mutually agreed by the parties. The Company will pay Mr. Weightman for services rendered since May 18, 2021 and on a monthly basis thereafter for all services rendered after the consummation of the Offering.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	5. COMMITMENTS AND CONTINGENCIES Registration Rights On May 18, 2021, the Company entered into a Registration Rights Agreement with its Founder, the Underwriters and Insiders. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Underwriters Agreement The Company granted the Underwriters a 45-day option to purchase up to an additional 3,000,000 Public Units to cover any over-allotments, at the Offering price less underwriting discounts and commissions. The Company paid an underwriting discount of $0.20 per Public Unit to the Underwriters at the closing of the Offering. The underwriting discount was paid in cash. In addition, the Company has agreed to pay deferred underwriting commissions of $0.35 per Public Unit, or $7,000,000 in the aggregate. On May 28, 2021, the Underwriters partially exercised the over-allotment option and amended the Underwriting Agreement whereby the related discount and commissions associated with the over-allotment of $495,000 was deferred. The deferred underwriting commission will become payable to the Underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting Agreement, including the performance of services described below. As the Company is ceasing its efforts to consummate a Business Combination, the deferred underwriting commissions will not become payable . As further described in Note 4, the Underwriters have purchased 300,000 Private Placement Units, of which each Private Placement Unit consists of one share of the Company’s common stock, and one-half (1/2) of one Private Placement Warrant , for an aggregate purchase price of $ 3,000,000 . Concurrently with the closing of the sale of the over-allotment Public Units, the Company consummated the sale of 9,000 additional Private Placement Units to the Underwriters at a price of $ 10.00 per Private Placement Unit generating gross proceeds of $ 90,000 . The Underwriters agreed to use their commercially reasonable efforts to provide the Company with the following services: 1) originating and introducing the Company to potential targets for a Business Combination; 2) arranging institutional investor meetings on the Company’s behalf in connection with obtaining financing for the Business Combination; 3) assisting the Company in meeting its securities exchange listing requirements following the closing of the Offering; and 4) providing capital markets advice and liquidity to the Company following the closing of the Offering. As the Company is ceasing its efforts to consummate a Business Combination, all such activities have been terminated.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Stockholders' Deficit	6. STOCKHOLDERS’ DEFICIT Common Stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of September 30, 2022 and December 31, 2021, there were 6,184,000 shares of common stock issued and outstanding and not subject to possible redemption. There were 4,223,437 and 20,900,000 shares of common stock subject to possible redemption issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued and outstanding. Warrants (Public Warrants and Private Placement Warrants) Warrants will be exercisable at $11.50 per share, and the exercise price and number of warrant shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. 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 its 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 Company’s Founder or its affiliates, without taking into account any Founder Shares held by it prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, 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. Each warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption. However, if the Company does not complete its initial Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period (or such lesser period depending upon the number of three-month extensions which occur) if the Company extends the period of time to consummate its initial Business Combination as set forth in the Company’s amended and restated certificate of incorporation), the warrants will expire at the end of such period. If the Company is unable to deliver registered shares of c ommon s tock to the holder upon exercise of the warrants during the exercise period, there will be no net cash settlement of these warrants and the warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $ 0.01 per warrant upon a minimum of 30 days ’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of c ommon s tock equals or exceeds $ 18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. However, as noted above, as a result of the Company ceasing its efforts to consummate a Business Combination, all warrants will expire worthless. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination, for the registration of the shares of common stock issuable upon exercise of the warrants included in the Public Units and Private Placement Units. As of September 30, 2022 and December 31, 2021, there were warrants outstanding of 10,929,489 and 10,929,495, respectively. Stock-based Compensation Included in the outstanding shares of common stock are 15,000 Insider Shares, of which 5,000 Insider Shares were issued to Mr. Weightman, the Company’s Chief Financial Officer, and 10,000 Insider Shares were issued to Interest Solutions solely in consideration of future services to the Company, pursuant to the Insider Shares Grant Agreements dated May 18, 2021, between the Company and each of the Insiders. The 5,000 Insider Shares issued to Mr. Weightman are subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. The 10,000 Insider Shares issued to Interest Solutions are not subject to forfeiture. The grant date fair value of the 10,000 shares was expensed upon issuance. If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the grant date fair value of the common stock will be recognized as stock-based compensation in the Company’s statements of operations and comprehensive loss when the completion of the Business Combination becomes probable.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	7. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The Company has determined that the Private Placement Warrants are subject to treatment as a liability, as the transfer of the warrants to anyone other than the purchasers or their permitted transferees would result in these warrants having substantially the same terms as the warrants issued in the Offering. The public warrants did not start trading separately until July 9, 2021, so the Company initially determined the fair value of each warrant using a Black-Scholes option-pricing model, which requires the use of significant unobservable market values. Accordingly, the Private Placement Warrants were initially classified as Level 3 financial instruments. After the public warrants started trading separately, the Company determined that the fair value of each Private Placement Warrant approximates the fair value of a public warrant. Accordingly, the Private Placement Warrants are valued upon observable data and are classified as Level 2 financial instruments. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level September 30, 2022 December 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 43,202,859 $ 211,099,649 Liabilities: Warrant liability 2 $ 38,360 $ 278,110 The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the condensed statements of operations and comprehensive loss for the periods presented. Additionally, there was $80,536 and $1,793 of interest accrued, but not yet credited to the Trust Account, which was recorded in the condensed balance sheets in interest receivable on cash and marketable securities held in the Trust Account as of September 30, 2022 and December 31, 2021, respectively.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	8. SUBSEQUENT EVENTS On October 19, 2022, in connection with the third monthly contribution, the Sponsor deposited an additional $200,000 into the Trust Account, and the Company entered into the second amendment to the Extension Note to include the aggregate of the first, second, and third monthly contribution amounts, reflecting an aggregate principal amount thereunder of $600,000. On November 21, 2022, the Company announced that it is in the best interests of the Company and its stockholders to dissolve and liquidate in accordance with the provisions of Amended and Restated Certificate of Incorporation due to the Company’s inability to consummate a Business Combination by the end of the Combination Period. The Company will redeem 100% of the 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 pay taxes, 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 liquidating distributions, if any). There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which expired worthless. Subject to the terms of the Underwriting Agreement, the deferred underwriting fee was waived by the Underwriters, due to the Company’s inability to consummate a Business Combination by the end of the Combination Period.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the accompanying unaudited condensed financial statements . Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 31, 2022. The condensed balance sheet as of December 31, 2021, has been derived from the audited consolidated financial statements but does not include all disclosures required by GAAP. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results for the year ending December 31, 2022 or any future interim period.
Emerging Growth Company	Emerging Growth Company 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 an accounting 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 accounting standard at the time private companies adopt the new or revised standard.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company’s condensed statements of operations and comprehensive loss include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held in the Trust Account, net of tax, by the weighted-average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, net of tax, by the weighted-average number of non-redeemable common stock outstanding for the period, basic and diluted. When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the period it was outstanding. Since the Company was in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, net of tax, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, Period from February 23, 2021 (Date of Inception) through 2022 2021 2022 September 30, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 366,149 $ 3,734 $ 568,885 $ 4,298 Net income attributable to common stock subject to possible redemption $ 366,149 $ 3,734 $ 568,885 $ 4,298 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 13,649,320 20,900,000 18,456,548 12,606,364 Basic and diluted net income per share, common stock subject to possible redemption $ 0.03 $ 0.00 $ 0.03 $ 0.00 Non-Redeemable common stock Numerator: Net loss minus net earnings - Basic and diluted Net loss $ (656,221 ) $ (1,114,865 ) $ (1,521,978 ) $ (1,533,123 ) Less: net income attributable to common stock subject to redemption (366,149 ) (3,734 ) (568,885 ) (4,298 ) Net loss attributable to non-redeemable common stock $ (1,022,370 ) $ (1,118,599 ) $ (2,090,863 ) $ (1,537,421 ) Denominator: Weighted-average non-redeemable common shares Weighted-average non-redeemable common shares outstanding, basic and diluted 6,179,000 6,179,000 6,179,000 5,676,723 Basic and diluted net loss per share, non-redeemable common stock $ (0.17 ) $ (0.18 ) $ (0.34 ) $ (0.27 )
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account As of September 30, 2022 and December 31, 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash.
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 federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Offering Costs	Offering Costs Offering costs in the amount of $12,041,055 consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Offering. Offering costs were charged to stockholders’ deficit and recorded in additional paid-in capital as a reduction to the gross proceeds received upon completion of the Offering.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. As of September 30, 2022 and December 31, 2021, 4,223,437 and 20,900,000 shares of common stock were issued and outstanding that are subject to possible redemption, respectively.
Stock-based Compensation	Stock-based Compensation Stock-based compensation related to restricted stock awards is based on the fair value of common stock on the grant date. The shares underlying the Company’s restricted stock award to Mr. Weightman are subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Warrant Liability	Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) on the condensed statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company assessed the potential impact of ASU 2020-06 and determined it would not have a material impact on the condensed financial statements as presented. The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Net Loss per Common Share, Basic and Diluted	In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, net of tax, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, Period from February 23, 2021 (Date of Inception) through 2022 2021 2022 September 30, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 366,149 $ 3,734 $ 568,885 $ 4,298 Net income attributable to common stock subject to possible redemption $ 366,149 $ 3,734 $ 568,885 $ 4,298 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 13,649,320 20,900,000 18,456,548 12,606,364 Basic and diluted net income per share, common stock subject to possible redemption $ 0.03 $ 0.00 $ 0.03 $ 0.00 Non-Redeemable common stock Numerator: Net loss minus net earnings - Basic and diluted Net loss $ (656,221 ) $ (1,114,865 ) $ (1,521,978 ) $ (1,533,123 ) Less: net income attributable to common stock subject to redemption (366,149 ) (3,734 ) (568,885 ) (4,298 ) Net loss attributable to non-redeemable common stock $ (1,022,370 ) $ (1,118,599 ) $ (2,090,863 ) $ (1,537,421 ) Denominator: Weighted-average non-redeemable common shares Weighted-average non-redeemable common shares outstanding, basic and diluted 6,179,000 6,179,000 6,179,000 5,676,723 Basic and diluted net loss per share, non-redeemable common stock $ (0.17 ) $ (0.18 ) $ (0.34 ) $ (0.27 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level September 30, 2022 December 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 43,202,859 $ 211,099,649 Liabilities: Warrant liability 2 $ 38,360 $ 278,110

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details) - USD ($)					7 Months Ended	9 Months Ended	12 Months Ended
	Nov. 21, 2022	Aug. 22, 2022	May 28, 2021	May 21, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Oct. 19, 2022	Sep. 19, 2022	Aug. 19, 2022
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Date of incorporation						Feb. 23, 2021
Sale of public units				950,000		20,000,000
Sale of stock price per unit				$ 10		$ 10
Proceeds from sale of Units, net of underwriting discounts paid				$ 9,500,000	$ 205,000,000
Proceeds from sale of common stock to Founder					25,000	$ 0
Deferred underwriting commissions per public unit						$ 0.35
Aggregate deferred underwriting commissions						$ 7,000,000
Number of shares forfeited			525,000			525,000
Proceeds from sale of public units						$ 196,000,000
Cash and marketable securities held in Trust Account						43,202,859	$ 211,099,649
Transaction costs						12,041,055
Deferred underwriting fees						7,495,000
Offering costs						$ 546,055
Monthly extension fee payable per share										$ 0.05
Number of common shares to be redeemed										16,676,563
Percentage of common shares to be redeemed										7,980%
Common stock redemption percentage						100%
Minimum percentage of fair market value of business acquisition to trust account balance						80%
Amount held in the trust account						$ 43,202,859	211,099,649
Cash and short-term investments						196,000,000
Transaction costs					$ 476,055	70,000
Interest income earned						741,444	9,649
Income taxes paid						105,653	0
Franchise taxes paid						171,009
Amount withdrawn from trust account		$ 168,751,923
Interest receivable on cash and marketable securities held in Trust Account						80,536	1,793
Cash						49,516	$ 875,435
Working capital (deficit)						(2,082,900)
Subsequent Event
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Common stock redemption percentage	100%
Sponsor
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Cash and marketable securities held in Trust Account									$ 200,000
Sponsor | Subsequent Event
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Cash and marketable securities held in Trust Account								$ 200,000
Extension Note | Sponsor
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Principal amount									200,000	$ 200,000
Second Restated Extension Note | Subsequent Event
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Principal amount								$ 600,000
Second Restated Extension Note | Sponsor
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Principal amount									$ 400,000
Underwriting Agreement
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Gross proceeds from issuance of public unit				$ 200,000,000
IPO
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit				$ 10
Sale of common stock, Shares				20,000,000
IPO | Underwriting Agreement
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of public units				20,000,000
Founder
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of public units				650,000
Proceeds from sale of Units, net of underwriting discounts paid				$ 6,500,000
Underwriters
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of public units				300,000
Proceeds from sale of Units, net of underwriting discounts paid				$ 3,000,000
Transaction costs						4,000,000
Over Allotment Option
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of public units			900,000
Sale of stock price per unit			$ 10
Proceeds from sale of common stock to Founder			$ 9,000,000			$ 9,000,000
Underwriting agreement amendment date						May 28, 2021
Deferred underwriting commissions per public unit			$ 0.55
Aggregate deferred underwriting commissions			$ 495,000
Sale of common stock, Shares						0
Over Allotment Option | Underwriters
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from sale of Units, net of underwriting discounts paid						$ 9,090,000
Private Placement
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of public units						9,000
Sale of stock price per unit						$ 10
Proceeds from sale of common stock to Founder						$ 90,000
Private Placement | Founder and Underwriters
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from sale of Units, net of underwriting discounts paid						6,000,000
Private Placement | Founder and Underwriters
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from sale of Units, net of underwriting discounts paid						$ 6,000,000
Private Placement | Underwriters
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of public units			9,000			300,000
Sale of stock price per unit			$ 10			$ 10
Over-Allotment Units and Additional Private Placement Units
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from sale of common stock to Founder						$ 9,090,000
Cash and marketable securities held in Trust Account						211,090,000
Over-Allotment Units and Additional Private Placement Units | Underwriters
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from sale of Units, net of underwriting discounts paid						9,090,000
Underwriter Fees
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Transaction costs						$ 4,000,000
Maximum
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Maturity period of US government treasury bills						185 days
Monthly extension fee payable										$ 200,000
Net interest to pay dissolution expenses						$ 100,000
Maximum | Subsequent Event
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Net interest to pay dissolution expenses	$ 100,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Number of common stock underlying restricted stock awards, Subject to forfeiture	5,000
Offering costs charged to stockholders' equity upon completion of offering	$ 12,041,055
Redeemable common stock, shares issued and outstanding	4,223,437	20,900,000
Unrecognized tax benefits	$ 0	$ 0
Interest and penalties	$ 0	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Net Loss per Common Share, Basic and Diluted (Details) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Numerator
Net loss	$ (656,221)	$ (1,114,865)	$ (1,533,123)	$ (1,521,978)
Common Stock Subject To Possible Redemption
Numerator
Net income attributable to common stock subject to possible redemption	$ 366,149	$ 3,734	$ 4,298	$ 568,885
Denominator
Weighted average number of shares outstanding, basic	13,649,320	20,900,000	12,606,364	18,456,548
Basic net income (loss) per share	$ 0.01	$ 0	$ 0	$ 0.01
Denominator
Weighted average number of shares outstanding, diluted	20,900,000	8,687,912	6,225,197	20,900,000
Diluted net income (loss) per share	$ 0.03	$ 0	$ 0	$ 0.03
Common Stock Subject To Possible Redemption | Marketable Securities Held in Trust Account
Numerator
Net income attributable to common stock subject to possible redemption	$ 366,149	$ 3,734	$ 4,298	$ 568,885
Non Redeemable Common Stock
Numerator
Net loss	(656,221)	(1,114,865)	(1,533,123)	(1,521,978)
Net income attributable to common stock subject to possible redemption	(366,149)	(3,734)	(4,298)	(568,885)
Net loss attributable to non-redeemable common stock	$ (1,022,370)	$ (1,118,599)	$ (1,537,421)	$ (2,090,863)
Denominator
Weighted average number of shares outstanding, basic	6,179,000	6,179,000	5,676,723	6,179,000
Basic net income (loss) per share	$ (0.08)	$ (0.07)	$ (0.08)	$ (0.17)
Denominator
Weighted average number of shares outstanding, diluted	6,179,000	5,504,956	5,315,711	6,179,000
Diluted net income (loss) per share	$ (0.17)	$ (0.18)	$ (0.27)	$ (0.34)

Offering - Additional Informati

Offering - Additional Information (Details) - USD ($)		9 Months Ended
	May 21, 2021	Sep. 30, 2022
Class Of Stock [Line Items]
Sale of stock price per unit	$ 10	$ 10
IPO
Class Of Stock [Line Items]
Sale of common stock, Shares	20,000,000
Sale of stock price per unit	$ 10
Number of shares of common stock per unit	1
Warrant exercisable price per unit	$ 11.50
Warrant agreement date	May 18, 2021
Warrants exercised	2
Warrants
Class Of Stock [Line Items]
Warrant exercisable price per unit		$ 11.50
Number of fractional shares issued upon exercise of public warrants		0
Period after business combination when warrants become exercisable		30 days
Period after offering when warrants become exercisable		12 months
Warrants exercisable expiration period after completion of business combination		5 years
Period allotted to complete the business combination		15 months
Net cash settlement value of warrants		$ 0
Redemption price per warrant		$ 0.01
Minimum period of prior written notice of redemption of warrants		30 days
Minimum price per share required for redemption of warrants		$ 18
Warrants redemption covenant, threshold trading days		20 days
Warrants redemption covenant, threshold consecutive trading days		30 days
Warrants | IPO
Class Of Stock [Line Items]
Sale of units description		Each Public Unit consists of one share of the Company’s common stock, and one-half (1/2) of a public warrant.

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)				7 Months Ended	9 Months Ended	10 Months Ended	19 Months Ended
	May 28, 2021	May 21, 2021	May 18, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2022	May 19, 2021
Related Party Transaction [Line Items]
Number of shares forfeited	525,000				525,000
Proceeds from sale of common stock to Founder				$ 25,000	$ 0
Common stock issued in consideration for future service	5,000						5,000
Grant agreement date							May 18, 2021
Sale of public units		950,000			20,000,000
Sale of stock price per unit		$ 10			$ 10		$ 10
Holding period of shares for completion of initial business combination					6 months
Number of trading period for transfer of shares					20 days
Number of consecutive trading period for transfer of shares					30 days
Period after completion of business combination to allow transfer of shares					30 days
Warrants transfer restrictions period following consummation of business combination					1 year
Payable to related parties					$ 540,987	$ 18,934	$ 540,987
Office Space, Administrative Services and Secretarial Support
Related Party Transaction [Line Items]
Payment on consideration for service								$ 30,000
Payable to related parties					270,000		$ 270,000
Private Placement
Related Party Transaction [Line Items]
Proceeds from sale of common stock to Founder					$ 90,000
Sale of public units					9,000
Sale of stock price per unit					$ 10		$ 10
Private Placement | Maximum
Related Party Transaction [Line Items]
Period after initial business combination to allow transfer of shares					90 days
Common Stock
Related Party Transaction [Line Items]
Stock price threshold that allows transfer of shares					$ 11.50
Common Stock | Maximum
Related Party Transaction [Line Items]
Warrant exercisable price per unit					$ 9.20		$ 9.20
Common Stock | Private Placement
Related Party Transaction [Line Items]
Number of shares of common stock per unit					1		1
Warrants
Related Party Transaction [Line Items]
Warrant exercisable price per unit					$ 11.50		$ 11.50
Number of fractional shares issued upon exercise of public warrants					0
Period after business combination when warrants become exercisable					30 days
Period after offering when warrants become exercisable					12 months
Warrants exercisable expiration period after completion of business combination					5 years
Period allotted to complete the business combination					15 months
Net cash settlement value of warrants					$ 0
Redemption price per warrant					$ 0.01		0.01
Minimum period of prior written notice of redemption of warrants					30 days
Minimum price per share required for redemption of warrants					$ 18		18
Warrants redemption covenant, threshold trading days					20 days
Warrants redemption covenant, threshold consecutive trading days					30 days
Warrants | Maximum
Related Party Transaction [Line Items]
Warrant exercisable price per unit					$ 9.20		9.20
Founder | Private Placement
Related Party Transaction [Line Items]
Sale of public units					650,000
Sale of stock price per unit					$ 10		10
Warrant exercisable price per unit					$ 11.50		$ 11.50
Number of shares of common stock per unit					1		1
Founder | Common Stock
Related Party Transaction [Line Items]
Sale of common stock, shares						5,210,000
Proceeds from sale of common stock to Founder							$ 25,000
Sale of common stock price per share					$ 0.0047985		$ 0.0047985
Underwriters | Private Placement
Related Party Transaction [Line Items]
Sale of common stock price per share				$ 10
Sale of public units	9,000				300,000
Sale of stock price per unit	$ 10				$ 10		10
Sale of units description					each Private Placement Unit consists of one share of the Company’s common stock, and one-half (1/2) of one Private Placement Warrant
Warrant exercisable price per unit					$ 11.50		$ 11.50
Number of shares of common stock per unit					1		1
Founder and Underwriters | Private Placement
Related Party Transaction [Line Items]
Sale of units description					Each Private Placement Unit consists of one share of the Company’s common stock and one-half (1/2) of one warrant (a “Private Placement Warrant”).
Warrant exercisable price per unit					$ 11.50		$ 11.50
Number of shares of common stock per unit					1		1
Founder and Underwriters | Warrants | Private Placement
Related Party Transaction [Line Items]
Number of fractional shares issued upon exercise of public warrants					0
Period after business combination when warrants become exercisable					30 days
Period after offering when warrants become exercisable					12 months
Warrants exercisable expiration period after completion of business combination					5 years
Net cash settlement value of warrants					$ 0
Redemption price per warrant					$ 0.01		$ 0.01
Minimum period of prior written notice of redemption of warrants					30 days
Minimum price per share required for redemption of warrants					$ 18		$ 18
Warrants redemption covenant, threshold trading days					20 days
Warrants redemption covenant, threshold consecutive trading days					30 days
Founder and Underwriters | Warrants | Private Placement | Maximum
Related Party Transaction [Line Items]
Period allotted to complete the business combination					15 months
Treasurer and Chief Financial Officer | Strategic Services Agreement | Mr. Weightman
Related Party Transaction [Line Items]
Payment on consideration for service			$ 5,000
Number of shares issued			5,000
Treasurer and Chief Financial Officer | Maximum | Strategic Services Agreement | Mr. Weightman
Related Party Transaction [Line Items]
Payment on consideration for service			$ 10,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($)			7 Months Ended	9 Months Ended
	May 28, 2021	May 21, 2021	Sep. 30, 2021	Sep. 30, 2022
Other Commitments [Line Items]
Paid an underwriting discount in cash				$ 0.20
Deferred underwriting commissions per public unit				$ 0.35
Aggregate deferred underwriting commissions				$ 7,000,000
Sale of public units		950,000		20,000,000
Sale of stock price per unit		$ 10		$ 10
Proceeds from sale of common stock to Founder			$ 25,000	$ 0
Over Allotment Option
Other Commitments [Line Items]
Underwriters option period				45 days
Option to purchase additional public units to cover over-allotments				3,000,000
Deferred underwriting commissions per public unit	$ 0.55
Aggregate deferred underwriting commissions	$ 495,000
Sale of public units	900,000
Sale of stock price per unit	$ 10
Proceeds from sale of common stock to Founder	$ 9,000,000			$ 9,000,000
Private Placement
Other Commitments [Line Items]
Sale of public units				9,000
Sale of stock price per unit				$ 10
Proceeds from sale of common stock to Founder				$ 90,000
Private Placement | Common Stock
Other Commitments [Line Items]
Number of shares of common stock per unit				1
Private Placement | Underwriters
Other Commitments [Line Items]
Sale of units description				each Private Placement Unit consists of one share of the Company’s common stock, and one-half (1/2) of one Private Placement Warrant
Number of shares of common stock per unit				1
Sale of public units	9,000			300,000
Aggregate purchase price				$ 3,000,000
Sale of stock price per unit	$ 10			$ 10

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Details) - USD ($)		9 Months Ended	19 Months Ended
	May 28, 2021	Sep. 30, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Feb. 22, 2021
Class Of Stock [Line Items]
Common stock, shares authorized		100,000,000	100,000,000		100,000,000
Common stock, shares issued		6,184,000	6,184,000		6,184,000
Common stock, shares outstanding		6,184,000	6,184,000		6,184,000
Preferred stock, shares authorized		1,000,000	1,000,000		1,000,000
Preferred stock, shares issued		0	0		0
Preferred stock, shares outstanding		0	0		0
Common stock issued in consideration for future service	5,000		5,000
Grant agreement date			May 18, 2021
Insider Shares Grant Agreements
Class Of Stock [Line Items]
Grant agreement date		May 18, 2021
Mr Weightman | Insider Shares Grant Agreements
Class Of Stock [Line Items]
Number of shares subject to forfeiture		5,000
Common stock issued in consideration for future service		5,000
Description of fair value of common stock shares vest recognition		If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the grant date fair value of the common stock will be recognized as stock-based compensation in the Company’s statements of operations and comprehensive loss when the completion of the Business Combination becomes probable.
Interest Solutions (ICR) | Insider Shares Grant Agreements
Class Of Stock [Line Items]
Common stock issued in consideration for future service		10,000
Number of shares not subject to forfeiture		10,000
Number of shares, grant date fair value expensed upon issuance		10,000
Non-Employee Consultants | Restricted Stock | Insider Shares Grant Agreements
Class Of Stock [Line Items]
Number of shares subject to forfeiture		15,000
Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized		100,000,000	100,000,000
Common stock, voting rights per share		Holders of the Company’s common stock are entitled to one vote for each share of common stock.
Common stock, shares issued		6,184,000	6,184,000		6,184,000
Common stock, shares outstanding		6,184,000	6,184,000	6,184,000	6,184,000	6,184,000	6,184,000	0
Shares subject to possible redemption		4,223,437	4,223,437		20,900,000
Common Stock | Maximum
Class Of Stock [Line Items]
Warrant exercisable price per unit		$ 9.20	$ 9.20
Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, shares issued		0	0		0
Preferred stock, shares outstanding		0	0		0
Warrants
Class Of Stock [Line Items]
Warrant exercisable price per unit		$ 11.50	$ 11.50
Percentage of warrants exercise price		115%
Period after business combination when warrants become exercisable		30 days
Period after offering when warrants become exercisable		12 months
Warrants exercisable expiration period after completion of business combination		5 years
Period allotted to complete the business combination		15 months
Net cash settlement value of warrants		$ 0
Redemption price per warrant		$ 0.01	0.01
Minimum period of prior written notice of redemption of warrants		30 days
Minimum price per share required for redemption of warrants		$ 18	$ 18
Warrants redemption covenant, threshold trading days		20 days
Warrants redemption covenant, threshold consecutive trading days		30 days
Warrants or rights outstanding		10,929,489	10,929,489		10,929,495
Warrants | Maximum
Class Of Stock [Line Items]
Warrant exercisable price per unit		$ 9.20	$ 9.20
Warrants | Minimum
Class Of Stock [Line Items]
Percentage of aggregate gross proceeds of equity issuances		65%

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Level 1 | Cash and Marketable Securities Held in Trust Account
Assets:
Assets	$ 43,202,859	$ 211,099,649
Level 2 | Warrant Liability
Liabilities:
Liabilities	$ 38,360	$ 278,110

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Accrued interest	$ 80,536	$ 1,793

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - USD ($)		9 Months Ended
	Nov. 21, 2022	Sep. 30, 2022	Oct. 19, 2022	Sep. 19, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Assets held into trust account		$ 43,202,859			$ 211,099,649
Common stock redemption percentage		100%
Maximum
Subsequent Event [Line Items]
Net interest to pay dissolution expenses		$ 100,000
Subsequent Event
Subsequent Event [Line Items]
Common stock redemption percentage	100%
Subsequent Event | Maximum
Subsequent Event [Line Items]
Net interest to pay dissolution expenses	$ 100,000
Second Restated Extension Note | Subsequent Event
Subsequent Event [Line Items]
Principal amount			$ 600,000
Sponsor
Subsequent Event [Line Items]
Assets held into trust account				$ 200,000
Sponsor | Subsequent Event
Subsequent Event [Line Items]
Assets held into trust account			$ 200,000
Sponsor | Second Restated Extension Note
Subsequent Event [Line Items]
Principal amount				$ 400,000