Good Works II Acquisition (GWIIW) 10-Q 25 Oct 22 2022 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Oct. 25, 2022
Document Information Line Items
Entity Registrant Name	GOOD WORKS II ACQUISITION CORP.
Trading Symbol	GWII
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		8,874,470
Amendment Flag	false
Entity Central Index Key	0001850487
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40585
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2899919
Entity Address, Address Line One	4265 San Felipe
Entity Address, Address Line Two	Suite 603
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77027
City Area Code	(713)
Local Phone Number	468-2717
Title of 12(b) Security	Common Stock, par value $0.001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
ASSETS
Cash	$ 699,231	$ 1,335,598
Prepaid expenses and other	437,941	820,787
Total Current Assets	1,137,172	2,156,385
Investment held in Trust Account	231,258,637	230,036,932
Total Assets	232,395,809	232,193,317
Current liabilities
Accrued Expenses	434,381	150,719
Total Current Liabilities	434,381	150,719
Commitments and Contingencies
Common stock subject to possible redemption, 23,000,000 shares at September 30, 2022 and December 31, 2021, at redemption value	230,828,692	230,000,000
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value, 100,000,000 shares authorized, 6,400,000 shares issued and outstanding on September 30, 2022 and December 31, 2021 (excluding 23,000,000 shares subject to possible redemption)	640	640
Additional paid-in capital	1,717,325	2,546,017
Accumulated deficit	(585,229)	(504,059)
Total Stockholders’ Equity	1,132,736	2,042,598
Total Liabilities and Stockholders’ Equity	$ 232,395,809	$ 232,193,317

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock possible redemption, shares	23,000,000	23,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,400,000	6,400,000
Common stock, shares outstanding	6,400,000	6,400,000

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Formation and operating costs	$ 361,997	$ 212,360	$ 897,234	$ 214,513
Business combination costs	216,498		222,939
Loss from operations	(578,495)	(212,360)	(1,120,173)	(214,513)
Other Income
Interest income		14,759		14,759
Income on Investment held in Trust Account	1,044,568		1,258,637
Total Other Income	1,044,568	14,759	1,258,637	14,759
Income before Income Tax Expense	466,073	(197,601)	138,464	(199,754)
Income Tax Expense	(219,634)		(219,634)
Net Income (Loss)	$ 246,439	$ (197,601)	$ (81,170)	$ (199,754)
Redeemable common shares
Other Income
Basic and diluted weighted average shares outstanding (in Shares)	23,000,000	19,750,000	23,000,000	6,655,678
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.01	$ (0.01)	$ 0	$ (0.02)
Non-redeemable common shares
Other Income
Basic and diluted weighted average shares outstanding (in Shares)	6,400,000	5,426,087	6,400,000	5,110,256
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.01	$ (0.01)	$ 0	$ (0.02)

Statements of Operations (Una_2

Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Redeemable common shares
Diluted weighted average shares outstanding	23,000,000	19,750,000	23,000,000	6,655,678
Diluted net income (loss) per redeemable per share	$ 0.01	$ (0.01)	$ 0	$ (0.02)
Non-redeemable common shares
Diluted weighted average shares outstanding	6,400,000	5,426,087	6,400,000	5,110,256
Diluted net income (loss) per redeemable per share	$ 0.01	$ (0.01)	$ 0	$ (0.02)

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 380	$ 2,620	$ (2,450)	$ 550
Balance (in Shares) at Dec. 31, 2020	3,800,000
Issuance of common stock to Management and Anchor Investors	$ 195	5,805		6,000
Issuance of common stock to Management and Anchor Investors (in Shares)	1,950,000
Net income (loss)			(935)	(935)
Balance at Mar. 31, 2021	$ 575	8,425	(3,385)	5,615
Balance (in Shares) at Mar. 31, 2021	5,750,000
Balance at Dec. 31, 2020	$ 380	2,620	(2,450)	550
Balance (in Shares) at Dec. 31, 2020	3,800,000
Net income (loss)				(199,754)
Balance at Sep. 30, 2021	$ 640	2,546,017	(202,204)	2,344,453
Balance (in Shares) at Sep. 30, 2021	6,400,000
Balance at Mar. 31, 2021	$ 575	8,425	(3,385)	5,615
Balance (in Shares) at Mar. 31, 2021	5,750,000
Net income (loss)			(1,218)	(1,218)
Balance at Jun. 30, 2021	$ 575	8,425	(4,603)	4,397
Balance (in Shares) at Jun. 30, 2021	5,750,000
Net income (loss)			(197,601)	(197,601)
Shares issued in private placement	$ 35	3,499,965		3,500,000
Shares issued in private placement (in Shares)	350,000
Shares issued to underwriter as compensation	$ 30	2,999,970		3,000,000
Shares issued to underwriter as compensation (in Shares)	300,000
Redeemable Shares accretion		(3,962,343)		(3,962,343)
Balance at Sep. 30, 2021	$ 640	2,546,017	(202,204)	2,344,453
Balance (in Shares) at Sep. 30, 2021	6,400,000
Balance at Dec. 31, 2021	$ 640	2,546,017	(504,059)	2,042,598
Balance (in Shares) at Dec. 31, 2021	6,400,000
Net income (loss)			(188,660)	(188,660)
Balance at Mar. 31, 2022	$ 640	2,546,017	(692,719)	1,853,938
Balance (in Shares) at Mar. 31, 2022	6,400,000
Balance at Dec. 31, 2021	$ 640	2,546,017	(504,059)	2,042,598
Balance (in Shares) at Dec. 31, 2021	6,400,000
Net income (loss)				(81,170)
Balance at Sep. 30, 2022	$ 640	1,717,325	(585,229)	1,132,736
Balance (in Shares) at Sep. 30, 2022	6,400,000
Balance at Mar. 31, 2022	$ 640	2,546,017	(692,719)	1,853,938
Balance (in Shares) at Mar. 31, 2022	6,400,000
Net income (loss)			(138,949)	(138,949)
Balance at Jun. 30, 2022	$ 640	2,546,017	(831,668)	1,714,989
Balance (in Shares) at Jun. 30, 2022	6,400,000
Net income (loss)			246,439	246,439
Remeasurement of redeemable shares		(828,692)		(828,692)
Balance at Sep. 30, 2022	$ 640	$ 1,717,325	$ (585,229)	$ 1,132,736
Balance (in Shares) at Sep. 30, 2022	6,400,000

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (81,170)	$ (199,754)
Interest on investment held in Trust Account	(1,258,637)
Changes in operating assets and liabilities:
Prepaid and other	382,846	(986,638)
Accrued expenses	283,662	39,955
Net cash used in operating activities	(673,299)	(1,146,437)
Cash Flows from Investing Activities:
Proceeds from sale of Treasury Securities	460,212,413
Purchase of Treasury Securities	(460,212,413)	(230,014,759)
Proceeds from investment held in Trust Account withdrawn to pay taxes	36,932
Net cash provided by (used in) investing activities	36,932	(230,014,759)
Cash Flows from Financing Activities:
Proceeds from sale of common stock		6,000
Proceeds from sale of Units		230,000,000
Proceeds from sale of Private Placement Units		3,500,000
Proceeds from affiliate promissory note		150,000
Payment of offering costs		(962,343)
Repayment of affiliate promissory note		(150,000)
Net cash provided by financing activities		232,543,657
Net change in cash	(636,367)	1,382,461
Cash at beginning of period	1,335,598	3,000
Cash at end of period	699,231	1,385,461
Supplemental Cash Flow Information:
Cash paid for taxes	97,242
Remeasurement of redeemable shares	828,692
Issuance of common stock to underwriters for offering costs		$ 3,000,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 – Description of Organization and Business Operations Good Works II Acquisition Corp. (the “Company”) was incorporated in Delaware on July 27, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company has not commenced operations. All activity for the period from July 27, 2020 (inception) through September 30, 2022 relates to the Company’s formation, initial public offering (“Initial Public Offering” or “IPO”) and activities in connection with the search for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and placed in the Trust Account (defined below). Initial Public Offering On July 14, 2021, the Company completed the sale of 23,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”, and with respect to the holders of those shares, “Public Stockholders”) at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. Simultaneous with the closing of the IPO, the Company completed the sale of 350,000 Private Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain funds and accounts managed by Glazer Capital LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital Inc., and Polar Asset Management Partners Inc. (collectively, the “Anchor Investors”), generating gross proceeds of $3,500,000, which is described in Note 4. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Management agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company will provide its Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In the event of a complete liquidation of the Company, the Trust Account could be further reduced by up to $100,000 for expenses of the liquidation). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 immediately before or after such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, an affiliate of I-Bankers Securities, Inc.(“I-Bankers Securities”), the representative of the underwriters for the Company’s Initial Public Offering, and the Company’s management and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. The Sponsor and the Company’s management and Directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Anchor Investors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Private Shares held in connection with the completion of a Business Combination, and (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Shares if the Company fails to consummate a Business Combination. The Company initially had 15 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”, unless it undertakes to extend the Combination Period, which would require an amendment to the Company’s Amended and Restated Certificate of Incorporation, which may not be affected unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment). On October 11, 2022, the Company held a vote to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination from October 14, 2022 to April 14, 2023 (the “Extension Meeting”). At the Extension Meeting, the Company’s stockholders elected redemptions of 20,525,530 shares at a redemption value of $10.04, which resulted in an aggregate redemption value of $206,139,296 (see Note 9). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of September 30, 2022, the Company had approximately $0.7 million in its operating bank account and working capital of approximately $0.7 million. The Company’s liquidity needs up to July 14, 2021, the date of the IPO, were satisfied through a payment from the Sponsor for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $150,000 to cover certain offering costs prior to the consummation of the IPO. The promissory note was fully repaid as of July 14, 2021. Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the IPO and the private placement held outside of the Trust Account. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 4). As of September 30, 2022, there were no amounts outstanding under any Working Capital Loans. The Company incurred, and expects to continue to incur, additional significant costs in pursuit of its financing and acquisition plans including the proposed Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company had until October 14, 2022 to consummate a Business Combination, unless extended via an amendment to their Certificate of Incorporation. On October 11, 2022, the Company held a vote to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination from October 14, 2022 to April 14, 2023 (the “Extension Meeting”) (see Note 9). The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, it may have insufficient funds available to operate prior to the Business Combination. Moreover, the Company will need to obtain additional financing either to complete the Business Combination or because it may become obligated to redeem a significant number of Public Shares upon consummation of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of the Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Description of Organization and Business Operations [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Reclassification of Prior Period Presentation Certain of the Company’s prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on the reported results of operations in those prior periods or in the current period. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $699,231 and $1,335,598 as of September 30, 2022 and December 31, 2021, respectively. Cash and securities held in Trust Account As of September 30, 2022 and December 31, 2021, the assets held in the Trust Account consisted of a money market account in the amount of $231,258,637 and $230,036,932, respectively. During the three and nine months ended September 30, 2022, the Company withdrew $0 and $36,932, respectively, from the Trust in accordance with the Trust Agreement to pay its taxes, if any. Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the consolidated balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of September 30, 2022 and December 31, 2021, offering costs in the aggregate of $3,962,343 have been charged to stockholders’ equity (consisting of $600,000 in underwriters’ discount, $362,343 of direct and incremental fees related to the IPO and $3,000,000 related to the excess of the fair value over consideration received, for the 300,000 representative shares issued to I-Bankers) Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On July 14, 2021, the Company recorded an accretion of $3,962,343 in additional paid-in capital. Subsequent to the date of these financial statements, o n October 11, 2022, the Company held a vote to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination from October 14, 2022 to April 14, 2023 (the “Extension Meeting”). At the Extension Meeting, the Company’s stockholders elected redemptions of 20,525,530 shares at a redemption value of $10.04 for an aggregate redemption value of $206,139,296 (see Note 9). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and 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. The effective tax rate was 158.6% for the three and nine months ended September 30, 2022, respectively, and 0.0% for both the three and nine months ended September 30, 2021. The effective tax rates differ from the statutory tax rate of 21.0% due to the valuation allowance on deferred tax assets. The Company recorded a full valuation allowance for all periods presented. As such the provision for income taxes was $219,634 for the three and nine months ended September 30, 2022 and the deferred tax asset was zero as of September 30, 2022, consisting entirely of current federal income tax, and December 31, 2021, respectively. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating income (loss) per share of common stock. Accretion associated with the redeemable shares of common stock is excluded from income per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following tables reflect the calculation of basic and diluted net loss per common share: For the three months For the three months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 192,792 $ 53,647 $ (155,013 ) $ (42,588 ) Denominator: Weighted-average shares outstanding 23,000,000 6,400,000 19,750,000 5,426,087 Basic and diluted net income (loss) per share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) For the nine months For the nine months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share Numerator: Allocation of net loss $ (63,500 ) $ (17,670 ) $ (112,996 ) $ (86,758 ) Denominator: Weighted-average shares outstanding 23,000,000 6,400,000 6,655,678 5,110,256 Basic and diluted net loss per share $ (0.00 ) $ (0.00 ) $ (0.02 ) $ (0.02 ) Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 upon its incorporation. The impact to our balance sheet, statement of operations and cash flows was not material. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 – Initial Public Offering Pursuant to the IPO on July 14, 2021 the Company sold 23,000,000 Units (including 3,000,000 Units of over-allotment options that was fully exercised) at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8). An aggregate of $10.00 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Private Placement [Abstract]
Private Placement	Note 4 – Private Placement Simultaneously with the closing of the IPO, the Anchor Investors purchased an aggregate of 350,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $3,500,000, in a private placement. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the Private Units were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 – Related Party Transactions Founder Shares In September 2020, I-B Good Works II, LLC (the “Sponsor”), and the Company’s officers and directors (collectively, the “Founders”) purchased an aggregate of 4,312,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $3,000. In February 2021, Sponsor forfeited 512,500 Founders Shares and the certain of our officers and directors purchased 1,950,000 Founder Shares for an aggregate purchase price of approximately $6,000, or approximately $0.003 per share. In March 2021, the Sponsor forfeited an aggregate of 1,166,666 Founder Shares and the Company’s Anchor Investors purchased an aggregate of 1,166,666 shares for an aggregate purchase price of $921. In April 2021, the Sponsor forfeited an aggregate of 240,000 Founder Shares and certain of the Company’s directors purchased an aggregate of 240,000 shares for a purchase price of approximately $189. Of the Founder Shares, several of the Founders were holding an aggregate of 750,000 shares which they had agreed to contribute to a not-for-profit organization that is mutually acceptable to them and the Company’s board of directors within six months after the IPO or such shares were to be forfeited and cancelled. These shares were transferred to not-for-profit organizations within the six-month period and as such are no longer subject to forfeiture or cancellation. The Founders and Anchor Investor have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the 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. Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 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 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans Promissory Note On February 12, 2021, the Company issued an unsecured promissory note to IBS Holding Corporation (the “Promissory Note”), an affiliate of the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $425,000. The Promissory Note was non-interest bearing and was paid in full upon the closing of the IPO. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, Sponsor and its designees may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Units of the post Business Combination entity at a price of $10.00 per Private Unit. The Private Units are identical to the Private Units issued in the private placement. Administrative Support Agreement The Company agreed, commencing on the Effective Date of the registration statement through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, to pay an affiliate of one of the Company’s executive officers $10,000 per month for office space, utilities and secretarial and administrative support. The Company has incurred $90,000 pursuant to this agreement for the nine months ended September 30, 2022.

Investment Held in Trust Accoun

Investment Held in Trust Account	9 Months Ended
	Sep. 30, 2022
Investment Held in Trust Account [Abstract]
Investment Held in Trust Account	Note 6 – Investment Held in Trust Account As of September 30, 2022, investment in the Company’s Trust Account consisted of $231,258,637 in a money market account and $0 in U.S. Treasury Securities. All of the U.S. Treasury Securities matured on June 30, 2022 and upon maturity, the funds were moved into a money market fund. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2022 are as follows: Carrying Gross Gross Fair Value Money Market funds in Trust Account $ 231,258,637 $ - $ - $ 231,258,637 U.S. Treasury Securities - - - - $ 231,258,637 $ - $ - $ 231,258,637

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments [Abstract]
Commitments and Contingencies	Note 7 – Commitments and Contingencies Registration Rights The holders of the Founder Shares, as well as the holders of the Private Units and any Private Warrants or Private Units that may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to an agreement executed prior to the effective date of IPO. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and Private Warrants or Private Units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On July 14, 2021, the underwriters’ exercised their over-allotment option in full when the Company issued 23,000,000 shares in the public offering. Business Combination Marketing Agreement The Company has engaged I-Bankers Securities, Inc. as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of IPO, or $8,050,000, (exclusive of any applicable finders’ fees which might become payable). Administrative Support Agreement Refer to Note 5 for discussion of the administrative support agreement.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 8 – Stockholders’ Equity Common Stock Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company identified no subsequent events, other than those described below, as of the date that the financial statements were issued. On October 12, 2022, Good Works II Acquisition Corp., a Delaware corporation (“Good Works”), entered into a Business Combination Agreement (the “BCA”), by and among Good Works, Direct Biologics, Inc., a Delaware corporation (“Company Topco”), DB Merger Sub, Inc., a Delaware corporation (“Company Merger Sub”), DB DRE LLC, a Delaware limited liability company (“DRE LLC”), and Direct Biologics, LLC, a Wyoming limited liability company ( “Direct Biologics”). Upon consummation of the transactions contemplated by the BCA (the “Business Combination”), Company Topco would become the Nasdaq-listed parent company of both Good Works and Direct Biologics. The BCA supersedes the non-binding letter of intent between Good Works and Direct Biologics announced via press release on September 27, 2022. Direct Biologics is using its proprietary extracellular vesicle platform technology to harness the power of bone marrow-derived mesenchymal stem cells to develop cell-free therapeutic candidates. Its product candidate, ExoFlo, is in a Phase 3 clinical trial for treating moderate-to-severe acute respiratory distress syndrome (“ARDS”) in hospitalized adults with severe-to-critical COVID-19 (the “EXTINGuish COVID-19 trial”). ExoFlo received regenerative medicine advanced therapy designation for this indication from the U.S. Food and Drug Administration (“FDA”), which is designed to expedite the approval of promising regenerative medical products in the U.S. that demonstrate clinical evidence indicating the ability to address an unmet medical need for a serious life-threatening disease or condition. On October 11, 2022, the Company held a vote to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination from October 14, 2022 to April 14, 2023 (the “Extension Meeting”). At the Extension Meeting, the Company stockholders had the opportunity to redeem their shares of the Company for a proportional amount of the money held in the Company’s trust account. The Company’s stockholders elected redemptions of 20,525,530 shares at a redemption value of $10.04 each for an aggregate redemption value of $206,139,296, which was paid on October 12, 2022. These redemptions will decrease the amount of Investment Held in Trust Account as well as the Common Stock Subject to Possible Redemption. If the proposed transaction is consummated, cash from this proposed transaction, net of transaction fees, is intended to be used to fund clinical trials and provide working capital for commercializing Direct Biologics’ lead product. The Business Combination The BCA provides, among other things, that on the terms and subject to the conditions set forth therein, (i) Company Merger Sub will merge with and into Good Works, with Good Works surviving the merger and becoming a wholly-owned subsidiary of Company Topco (the “Topco Merger”), (ii) DRE LLC will merge with and into Direct Biologics, with Direct Biologics surviving the merger (the “Rollover Merger”, and together with the Topco Merger, the “Mergers”). Following the closing of the Mergers, the combined company will be organized in an “Up-C” structure, and Company Topco’s only direct assets will consist of equity in Good Works and Direct Biologics. The date on which the closing of the Mergers (the “Closing”) actually occurs is hereinafter referred to as the “Closing Date.” Immediately following the Mergers, certain members of Direct Biologics will contribute a portion of their equity in Direct Biologics to Company Topco in exchange for equity in Company Topco (the “Topco Contribution”), with Direct Biologics continuing as a partially-owned subsidiary of Company Topco. Following the Topco Contribution, Good Works will contribute to Direct Biologics all funds remaining in its trust account following its stockholder vote to approve the Business Combination, less any amounts used to pay transaction expenses associated with the Business Combination. Business Combination Consideration The aggregate consideration available to be received by the members of Direct Biologics is based on an enterprise value of $1,025,000,000 and consists of (i) shares of Company Topco common stock and Direct Biologics Up-C units based on a pre-money enterprise value of $625 million with equity consideration valued at $10.00 per share, (ii) shares of Company Topco common stock and Direct Biologics Up-C units currently valued at $50 million that are subject to forfeiture if Direct Biologics does not achieve a primary efficacy endpoint of 60-day all-cause mortality in its Phase 3 EXTINGuish trial by December 31, 2023, and (iii) shares of Company Topco common stock and Direct Biologics Up-C units currently valued at $350 million that are subject to forfeiture if Direct Biologics does not obtain either Biologics License Application approval or Emergency Use Authorization from the FDA for its ExoFlo product (or a derivative product for any applicable indication) by December 31, 2024. The BCA and the Business Combination have been approved by the boards of directors of each of Good Works, and Company Topco and the board of managers of Direct Biologics. The Business Combination is expected to close in the first half of 2023, subject to customary closing conditions, including the satisfaction of the minimum Available Cash conditions, the receipt of certain governmental approvals and the required approval by Good Works’ stockholders and Direct Biologics’ unit holders.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2022
Description of Organization and Business Operations [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Reclassification of Prior Period Presentation	Reclassification of Prior Period Presentation Certain of the Company’s prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on the reported results of operations in those prior periods or in the current period.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $699,231 and $1,335,598 as of September 30, 2022 and December 31, 2021, respectively.
Cash and securities held in Trust Account	Cash and securities held in Trust Account As of September 30, 2022 and December 31, 2021, the assets held in the Trust Account consisted of a money market account in the amount of $231,258,637 and $230,036,932, respectively. During the three and nine months ended September 30, 2022, the Company withdrew $0 and $36,932, respectively, from the Trust in accordance with the Trust Agreement to pay its taxes, if any.
Offering costs	Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the consolidated balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of September 30, 2022 and December 31, 2021, offering costs in the aggregate of $3,962,343 have been charged to stockholders’ equity (consisting of $600,000 in underwriters’ discount, $362,343 of direct and incremental fees related to the IPO and $3,000,000 related to the excess of the fair value over consideration received, for the 300,000 representative shares issued to I-Bankers)
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On July 14, 2021, the Company recorded an accretion of $3,962,343 in additional paid-in capital. Subsequent to the date of these financial statements, o n October 11, 2022, the Company held a vote to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination from October 14, 2022 to April 14, 2023 (the “Extension Meeting”). At the Extension Meeting, the Company’s stockholders elected redemptions of 20,525,530 shares at a redemption value of $10.04 for an aggregate redemption value of $206,139,296 (see Note 9).
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and 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. The effective tax rate was 158.6% for the three and nine months ended September 30, 2022, respectively, and 0.0% for both the three and nine months ended September 30, 2021. The effective tax rates differ from the statutory tax rate of 21.0% due to the valuation allowance on deferred tax assets. The Company recorded a full valuation allowance for all periods presented. As such the provision for income taxes was $219,634 for the three and nine months ended September 30, 2022 and the deferred tax asset was zero as of September 30, 2022, consisting entirely of current federal income tax, and December 31, 2021, respectively.
Net Income (loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating income (loss) per share of common stock. Accretion associated with the redeemable shares of common stock is excluded from income per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following tables reflect the calculation of basic and diluted net loss per common share: For the three months For the three months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 192,792 $ 53,647 $ (155,013 ) $ (42,588 ) Denominator: Weighted-average shares outstanding 23,000,000 6,400,000 19,750,000 5,426,087 Basic and diluted net income (loss) per share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) For the nine months For the nine months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share Numerator: Allocation of net loss $ (63,500 ) $ (17,670 ) $ (112,996 ) $ (86,758 ) Denominator: Weighted-average shares outstanding 23,000,000 6,400,000 6,655,678 5,110,256 Basic and diluted net loss per share $ (0.00 ) $ (0.00 ) $ (0.02 ) $ (0.02 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 upon its incorporation. The impact to our balance sheet, statement of operations and cash flows was not material. Management does not believe that any 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_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Description of Organization and Business Operations [Abstract]
Schedule of basic and diluted net loss per common share	For the three months For the three months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 192,792 $ 53,647 $ (155,013 ) $ (42,588 ) Denominator: Weighted-average shares outstanding 23,000,000 6,400,000 19,750,000 5,426,087 Basic and diluted net income (loss) per share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) For the nine months For the nine months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share Numerator: Allocation of net loss $ (63,500 ) $ (17,670 ) $ (112,996 ) $ (86,758 ) Denominator: Weighted-average shares outstanding 23,000,000 6,400,000 6,655,678 5,110,256 Basic and diluted net loss per share $ (0.00 ) $ (0.00 ) $ (0.02 ) $ (0.02 )

Investment Held in Trust Acco_2

Investment Held in Trust Account (Tables)	9 Months Ended
	Sep. 30, 2022
Investment Held in Trust Account [Abstract]
Schedule of maturity securities	Carrying Gross Gross Fair Value Money Market funds in Trust Account $ 231,258,637 $ - $ - $ 231,258,637 U.S. Treasury Securities - - - - $ 231,258,637 $ - $ - $ 231,258,637

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		9 Months Ended
	Jul. 14, 2021	Sep. 30, 2022
Description of Organization and Business Operations (Details) [Line Items]
Share per units (in Dollars per share)		$ 10
Fair market value, percentage		80%
Public per share, percentage		50%
Maturity days		180 days
Net tangible assets		$ 5,000,001
Public shares percent		100%
Stockholders redemption description		At the Extension Meeting, the Company’s stockholders elected redemptions of 20,525,530 shares at a redemption value of $10.04, which resulted in an aggregate redemption value of $206,139,296 (see Note 9).
Public per share (in Dollars per share)		$ 10
Operating bank account		$ 700,000
Working capital		$ 700,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)	23,000,000
Share per units (in Dollars per share)	$ 10
Generating gross proceeds	$ 230,000,000
Private Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Private units (in Shares)		350,000
Price per private units (in Dollars per share)		$ 10
Generating gross proceeds		$ 3,500,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Offering costs		$ 150,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public per shares (in Dollars per share)		$ 10
Expenses liquidation		$ 100,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jul. 14, 2021
Description of Organization and Business Operations [Abstract]
Cash equivalents, at carrying value	$ 699,231		$ 699,231		$ 1,335,598
Assets held in the trust account	231,258,637		231,258,637		230,036,932
Withdrew amount	0		36,932
Offering costs	3,962,343		3,962,343		$ 3,962,343
Underwriters’ discount	600,000		600,000
Direct and incremental fees			362,343
Fair value consideration	3,000,000		$ 3,000,000
Shares issued to I-Bankers (in Shares)			300,000
Federal depository insurance coverage	$ 250,000		$ 250,000
Common stock subject to possible redemption (in Shares)			23,000,000
Additional paid -in capital						$ 3,962,343
Redemption share value (in Shares)			20,525,530
Redemption per share value (in Dollars per share)	$ 10.04		$ 10.04
Aggregate redemption value	$ 206,139,296		$ 206,139,296
Effective tax rate	158.60%	0%	158.60%	0%
Statutory tax rate			21%
Income taxes	$ 219,634		$ 219,634

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Redeemable Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ 192,792	$ (155,013)	$ (63,500)	$ (112,996)
Denominator:
Weighted-average shares outstanding	23,000,000	19,750,000	23,000,000	6,655,678
Basic and diluted net income (loss) per share	$ 0.01	$ (0.01)	$ 0	$ (0.02)
Non-Redeemable Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ 53,647	$ (42,588)	$ (17,670)	$ (86,758)
Denominator:
Weighted-average shares outstanding	6,400,000	5,426,087	6,400,000	5,110,256
Basic and diluted net income (loss) per share	$ 0.01	$ (0.01)	$ 0	$ (0.02)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		9 Months Ended
	Jul. 14, 2021	Sep. 30, 2022
Initial Public Offering (Details) [Line Items]
Maturity investment		180 days
Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per units	$ 11.5
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	23,000,000
Price per units	$ 10
Sale per units		$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	3,000,000

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Private units (in Shares) | shares	350,000
Warrant description	Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”).
Exercise price per share	$ 11.5
IPO [Member]
Private Placement (Details) [Line Items]
Private unit price per share	$ 10
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase price (in Dollars) | $	$ 3,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended				9 Months Ended
	Apr. 30, 2021	Mar. 31, 2021	Feb. 28, 2021	Sep. 30, 2020	Sep. 30, 2022	Feb. 12, 2021
Related Party Transactions (Details) [Line Items]
Aggregate purchase shares				4,312,500
Initial stockholders, description					The Founders and Anchor Investor have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the 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. Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 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 150 days after the Business Combination, the Founder Shares will be released from the lock-up.
Executive officers amount					$ 10,000
Incurred amount					90,000
Working Capital Loans [Member]
Related Party Transactions (Details) [Line Items]
Working Capital Loans					$ 1,500,000
Shares issued per share price					$ 10
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate holding shares					750,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Aggregate price				$ 3,000
Founders shares forfeited			512,500
Directors purchase shares			1,950,000
Aggregate purchase price			$ 6,000
Per share price			$ 0.003
Aggregate founders shares	240,000	1,166,666
Purchased aggregate shares	240,000	1,166,666
Aggregate purchase price	$ 189	$ 921
Promissory Note [Member] | IBS Holding Corporation [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount						$ 425,000

Investment Held in Trust Acco_3

Investment Held in Trust Account (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Investment Held in Trust Account (Details) [Line Items]
Trust account	$ 231,258,637	$ 230,036,932
U.S. Treasury Securities [Member]
Investment Held in Trust Account (Details) [Line Items]
Trust account	$ 0
Minimum [Member]
Investment Held in Trust Account (Details) [Line Items]
Maturity period	3 months
Maximum [Member]
Investment Held in Trust Account (Details) [Line Items]
Maturity period	1 year

Investment Held in Trust Acco_4

Investment Held in Trust Account (Details) - Schedule of maturity securities	9 Months Ended
	Sep. 30, 2022 USD ($)
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	$ 231,258,637
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value as of June 30, 2022	231,258,637
Money Market funds in Trust Account [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost	231,258,637
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value as of June 30, 2022	231,258,637
U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Carrying Value/Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value as of June 30, 2022

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Jul. 14, 2021
Commitments and Contingencies (Details) [Line Items]
Additional units purchases	3,000,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Shares issued		23,000,000
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds (in Dollars)	$ 8,050,000
Business Combination Marketing Agreement [Member] | IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Percentage of gross proceeds of IPO	3.50%

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	6,400,000	6,400,000
Common shares subject to possible redemption	23,000,000	23,000,000
Public warrants expire year	5 years
Warrant for redemption, description	Once the warrants become exercisable, the Company may redeem the Public Warrants:  ●in whole and not in part;    ●at a price of $0.01 per warrant;   ●upon not less than 30 days’ prior written notice of redemption;   ●if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and  ●if, and

Subsequent Events (Details)

Subsequent Events (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) shares
Subsequent Events (Details) [Line Items]
Redemption shares (in Shares) | shares	20,525,530
Share value	$ 10.04
Aggregate redemption value	206,139,296
Enterprise value	$ 1,025,000,000
Business Combination Consideration [Member]
Subsequent Events (Details) [Line Items]
Business combination consideration, description	(i) shares of Company Topco common stock and Direct Biologics Up-C units based on a pre-money enterprise value of $625 million with equity consideration valued at $10.00 per share, (ii) shares of Company Topco common stock and Direct Biologics Up-C units currently valued at $50 million that are subject to forfeiture if Direct Biologics does not achieve a primary efficacy endpoint of 60-day all-cause mortality in its Phase 3 EXTINGuish trial by December 31, 2023, and (iii) shares of Company Topco common stock and Direct Biologics Up-C units currently valued at $350 million that are subject to forfeiture if Direct Biologics does not obtain either Biologics License Application approval or Emergency Use Authorization from the FDA for its ExoFlo product (or a derivative product for any applicable indication) by December 31, 2024.