| 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. |
