| Basis of Presentation and Summary of Significant Accounting Policies | Note
3 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed
financial statements of the Company have been prepared in U.S. dollars in accordance with United States generally accepted accounting
principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, certain disclosures included
in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim
financial statements. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation
have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2022 or any future period. The accompanying unaudited
condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December
31, 2021, as filed with the SEC on April 13, 2022, which contains the audited financial statements and notes thereto. The financial information
as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2021, as filed with the SEC on April 13, 2022. Liquidity and Going Concern As of September 30, 2022,
the Company had approximately $1.3 million in cash and working capital of approximately $736,000 (not taking into account approximately
$383,000 in tax obligations that may be paid using investment income classified in the Trust Account). The Company’s liquidity
needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover
certain offering costs on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 5) and a loan from a related
party of approximately $115,000 under the Note (as defined in Note 5). The Company fully repaid the Note on December 17, 2021. Subsequent
to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the
consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order
to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or
any of their affiliates may, but are not obligated to, loan the Company funds under the Working Capital Loans (as defined and described
in Note 5). 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,” management has determined that the liquidity needs, mandatory liquidation and subsequent dissolution raises substantial
doubt about the Company’s ability to continue as a going concern, which is considered to be one year from the issuance of these
financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to
liquidate after June 14, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable
to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Over this
time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating
prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company cannot provide
any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern through one year from the issuance date of these condensed consolidated
financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating
the impact of the COVID-19 pandemic on the industry 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 condensed financial statements. The condensed financial statements do not include
any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian
Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including
the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and
related sanctions on the world economy are not determinable as of the date of these financial statements. On August 16, 2022, the Inflation
Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S.
federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation
itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value
of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension
vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection
with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the
redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination,
(iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise
issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content
of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the
redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction
in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. 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 of 2002, 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 an emerging growth 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 an 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 condensed financial statements with another public company
that is neither an emerging growth company nor an emerging growth company that 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 condensed financial statements.
Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that
potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times,
may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and
management believes the Company is not exposed to significant risks on such account. 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 no cash
equivalents as of September 30, 2022 and December 31, 2021. Investments Held in Trust Account The Company’s portfolio
of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally
have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised
of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the
Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in
money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting
from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statement
of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as
the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants
at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). These
tiers include:
● Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and
● Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use
derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial
instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification
of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end
of each reporting period. The warrants issued in the
Initial Public Offering (“Public Warrants”) and the Private Placement Warrants are not precluded from equity classification,
based on the guidance in ASC 480 and ASC 815. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent
changes in fair value are not recognized as long as the contracts continue to be classified in equity. Offering Costs Associated with the Initial
Public Offering Offering costs consisted
of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion
of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering
on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A common stock were charged
to the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering
costs associated with the Public Warrants and the Private Placement Warrants were recognized net in equity. Class A Common Stock Subject to Possible
Redemption The Company accounts for
its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject
to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares
of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of
the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified
as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class
A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject
to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 28,750,000 shares of Class
A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of
the Company’s condensed balance sheets. Under ASC 480, the Company
has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal
the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the
redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from
initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated
deficit. Income Taxes The Company complies with
the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an
asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 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. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the
payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax
examinations by major taxing authorities since inception. The Company’s effective tax rate was 25.4% and 49.04% for the three and
nine months ended September 30, 2022, respectively, 0.00% for the three months ended September 30, 2021, and 0.00% for the period from
March 23, 2021 (inception) through September 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the periods
in 2021 due to a full valuation allowance on the deferred tax assets. The effective tax rate differs from the statutory tax rate of 21%
for the three and nine months ended September 30, 2022 due to the reversal of the valuation allowance on the deferred tax assets and the
nondeductability of general and administrative expenses, which are considered start-up costs for tax purposes. Net Income (Loss) per Common Share The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares,
which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes
of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common
stock outstanding for the respective period. The calculation of diluted
net income (loss) does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 25,500,000
Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and
their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as
basic net income (loss) per share for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and
for period from March 23, 2021 (inception) through September 30, 2021. Accretion associated with the redeemable Class A common stock is
excluded from earnings per share as the redemption value approximates fair value.
For
The Three Months Ended For The
Class A Class B Class B
Basic and diluted net income (loss) per common stock:
Numerator:
Allocation of net income (loss) $ 625,075 $ 156,269 $ (2,143 )
Denominator:
Basic and diluted weighted average common stock outstanding (1) 28,750,000 7,187,500 6,250,000
Basic and diluted net income (loss) per common stock $ 0.02 $ 0.02 $ (0.00 )
For
The Nine Months Ended For The
Class A Class B Class B
Basic and diluted net income (loss) per common stock:
Numerator:
Allocation of net income (loss) $ 316,790 $ 79,198 $ (3,116 )
Denominator:
Basic and diluted weighted average common stock outstanding (1) 28,750,000 7,187,500 6,250,000
Basic and diluted net income (loss) per common stock $ 0.01 $ 0.01 $ (0.00 )
(1) This number excludes an
aggregate of up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full
or in part by the underwriters for the three months ended September 30, 2021 and for the period from March 23, 2021 (inception) through
September 30, 2021. The underwriters exercised their over-allotment option in full on December 14, 2021; thus, these 937,500 Founder
Shares are no longer subject to forfeiture. Recent Accounting Pronouncements Management does not believe
that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
condensed financial statements. |
