Pacifico Acquisition 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information Line Items
Entity Registrant Name	PACIFICO ACQUISITION CORP.
Trading Symbol	PAFO
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		7,495,000
Amendment Flag	false
Entity Central Index Key	0001858414
Entity Current Reporting Status	No
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 Incorporation, State or Country Code	DE
Entity File Number	001-40801
Entity Tax Identification Number	86-2422615
Entity Address, Address Line One	521 Fifth Avenue 17th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10175
City Area Code	(646)
Local Phone Number	886 8892
Title of 12(b) Security	Common Stock, par value $0.0001
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 11,892	$ 217,818
Prepaid expense	63,388	181,160
Marketable securities held in trust account	58,945,268	58,076,305
Total Current Assets	59,020,548	58,475,283
Total Assets	59,020,548	58,475,283
Current Liabilities
Due to related party		3,201
Accounts payable	44,010	36,530
Franchise taxes payable	23,400	25,280
Income taxes payable	52,612
Promissory note – related party	300,000
Promissory note – Caravelle	575,000
Deferred underwriter commissions	2,469,769	2,469,769
Total Current Liabilities	3,464,791	2,534,780
Commitments and Contingencies
Redeemable Common Stock
Common stock subject to possible redemption, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at redemption value	58,943,963	51,326,825
Stockholders’ Equity (Deficit)
Common stock, $0.0001 par value; 10,000,000 shares authorized; 1,745,000 shares issued and outstanding	175	175
Additional paid-in capital		4,834,950
Accumulated deficit	(3,388,381)	(221,447)
Total Stockholders’ Equity (Deficit)	(3,388,206)	4,613,678
Total Liabilities, Redeemable Common Stock and Stockholders’ Equity (Deficit)	$ 59,020,548	$ 58,475,283

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Redemption, shares authorized	10,000,000	10,000,000
Redemption, shares issued	5,750,000	5,750,000
Redemption, shares outstanding	5,750,000	5,750,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	1,745,000	1,745,000
Common stock, shares outstanding	1,745,000	1,745,000

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
General and administrative expenses	$ 177,360	$ 17,135	$ 20,660	$ 616,516
Franchise tax expenses	7,800	18,960	18,960	23,400
Income (loss) from operations	(185,160)	(36,095)	(39,620)	(639,916)
Interest earned on investment held in Trust Account	225,292	86	86	307,783
Income (loss) before income taxes	40,132	(36,009)	(39,534)	(332,133)
Income taxes provision	(52,612)			(52,612)
Net loss	$ (12,480)	$ (36,009)	$ (39,534)	$ (384,745)
Redeemable Common Stock
Basic and diluted weighted average shares outstanding (in Shares)	5,750,000	826,087	358,491	5,750,000
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.13	$ 0.43	$ 1.29	$ 0.26
Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding (in Shares)	1,745,000	1,311,386	1,276,639	1,745,000
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.44)	$ (0.3)	$ (0.39)	$ (1.07)

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Redeemable Common Stock
Basic and diluted weighted average shares outstanding	5,750,000	826,087	358,491	5,750,000
Basic and diluted net income per share	$ 0.13	$ 0.43	$ 1.29	$ 0.26
Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding	1,745,000	1,311,386	1,276,639	1,745,000
Basic and diluted net income per share	$ 0.44	$ (0.30)	$ (0.39)	$ (1.07)

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Mar. 01, 2021
Balance (in Shares) at Mar. 01, 2021
Common stock issued to initial stockholders	$ 144	24,856		25,000
Common stock issued to initial stockholders (in Shares)	1,437,500
Net loss			(3,525)	(3,525)
Balance at Jun. 30, 2021	$ 144	24,856	(3,525)	21,475
Balance (in Shares) at Jun. 30, 2021	1,437,500
Balance at Mar. 01, 2021
Balance (in Shares) at Mar. 01, 2021
Net loss				(39,534)
Balance at Sep. 30, 2021	$ 175	6,626,671	(39,534)	6,587,312
Balance (in Shares) at Sep. 30, 2021	1,745,000
Balance at Jun. 30, 2021	$ 144	24,856	(3,525)	21,475
Balance (in Shares) at Jun. 30, 2021	1,437,500
Net loss			(36,009)	(36,009)
Accretion of initial measurement of common stock subject to redemption value		(605,518)		(605,518)
Balance at Sep. 30, 2021	$ 175	6,626,671	(39,534)	6,587,312
Balance (in Shares) at Sep. 30, 2021	1,745,000
Sale of public units in initial public offering	$ 575	57,499,425		57,500,000
Sale of public units in initial public offering (in Shares)	5,750,000
Sale of private units	$ 31	3,074,969		3,075,000
Sale of private units (in Shares)	307,500
Sale of unit purchase option to underwriter		100		100
Underwriter commissions		(3,907,269)		(3,907,269)
Offering costs		(530,881)		(530,881)
Initial measurement of common stock subject to redemption under ASC 480-10-S99 against additional paid-in capital	$ (575)	(48,929,011)		(48,929,586)
Initial measurement of common stock subject to redemption under ASC 480-10-S99 against additional paid-in capital (in Shares)	(5,750,000)
Balance at Dec. 31, 2021	$ 175	4,834,950	(221,447)	4,613,678
Balance (in Shares) at Dec. 31, 2021	1,745,000
Net loss			(188,104)	(188,104)
Accretion of initial measurement of common stock subject to redemption value		(1,914,754)		(1,914,754)
Balance at Mar. 31, 2022	$ 175	2,920,196	(409,551)	2,510,820
Balance (in Shares) at Mar. 31, 2022	1,745,000
Balance at Dec. 31, 2021	$ 175	4,834,950	(221,447)	4,613,678
Balance (in Shares) at Dec. 31, 2021	1,745,000
Net loss				(384,745)
Balance at Sep. 30, 2022	$ 175		(3,388,381)	(3,388,206)
Balance (in Shares) at Sep. 30, 2022	1,745,000
Balance at Mar. 31, 2022	$ 175	2,920,196	(409,551)	2,510,820
Balance (in Shares) at Mar. 31, 2022	1,745,000
Net loss			(184,160)	(184,160)
Accretion of initial measurement of common stock subject to redemption value		(2,442,912)		(2,442,912)
Balance at Jun. 30, 2022	$ 175	477,284	(593,711)	(116,252)
Balance (in Shares) at Jun. 30, 2022	1,745,000
Net loss			(12,480)	(12,480)
Additional amount deposited into trust			(561,181)	(561,181)
Accretion of initial measurement of common stock subject to redemption value		$ (477,284)	(2,221,009)	(2,698,293)
Balance at Sep. 30, 2022	$ 175		$ (3,388,381)	$ (3,388,206)
Balance (in Shares) at Sep. 30, 2022	1,745,000

Unaudited Condensed Consolida_6

Unaudited Condensed Consolidated Statement of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Statement of Cash Flows [Abstract]
Net loss	$ (384,745)	$ (39,534)
Interest earned in trust account	(307,783)	(86)
Prepaid expenses and other assets	117,773	(245,545)
Due to related party	(3,201)
Accounts payable	7,480
Franchise tax Payable	(1,880)
Income tax Payable	52,612	18,960
Net cash provided by (used in) operating activities	(519,745)	(266,205)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise taxes	13,819
Cash deposited in trust account	(575,000)	(58,075,000)
Net cash provided by investing activities	(561,181)	(58,075,000)
Cash Flows from Financing Activities:
Proceeds from sale of pubic units in Initial Public Offering		57,500,000
Proceeds from sale of private units		3,075,000
Proceeds from sale of unit purchase option		100
Proceeds from issuance of common stock to initial stockholders		25,000
Payment of underwriter commissions		(1,437,500)
Payment of offering costs		(530,881)
Proceeds from issuance of promissory note to Caravelle	575,000
Proceeds from issuance of promissory note to related party	300,000	200,000
Repayment of promissory note to related party		(200,000)
Net cash provided by financing activities	875,000	58,631,719
Net change in cash	(205,926)	290,514
Cash, beginning of the period	217,818
Cash, end of the period	11,892	290,514
Supplemental Disclosure of Cash Flow Information:
Deferred underwriter commission	2,469,769	2,469,769
Accretion of carrying value to redemption value	$ 7,617,140	$ 605,518

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2022
Organization and Business Operations [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Pacifico Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on March 2, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or 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 had not yet commenced any operations and had not generated revenue. All activities through September 30, 2022 relate to the Company’s formation and the initial public offering (the “IPO”) described below. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Pacifico Capital LLC, a Delaware limited liability company (the “Sponsor”). On April 5, 2022, Pacifico entered into a Merger Agreement (the “Merger Agreement”), by and among Caravelle International Group, a Cayman Islands exempted company (“PubCo”) and a wholly-owned subsidiary of the Company, Pacifico International Group, a Cayman Islands exempted company and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), Pacifico Merger Sub 2 Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2” and, together with PubCo and Merger Sub 1, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and Caravelle Group Co., Ltd, a Cayman Islands exempted company (“Caravelle”), pursuant to which (a) Merger Sub 1 will merge with and into Caravelle (the “Initial Merger”), and Caravelle will be the surviving corporation of the Initial Merger and a direct wholly owned subsidiary of PubCo, and (b) following confirmation of the effectiveness of the Initial Merger, Merger Sub 2 will merge with and into Pacifico (the “SPAC Merger” and together with the Initial Merger, the “Merger”), and Pacifico will be the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of PubCo (collectively, the “Business Combination”). Following the Business Combination, PubCo will be a publicly traded holding company listed on a national stock exchange in the United States. These entities had not commenced any operations as of September 30, 2022. The board of directors of Pacifico has unanimously approved the Merger Agreement. On May 13, 2022, the draft registration statement on Form F-4 was submitted with the SEC regarding the proposed Merger between Pacifico and Caravelle. On July 18, 2022, the Amendment No. 1 to the draft registration statement on Form F-4 was submitted to address the comments received from the SEC dated June 9, 2022 regarding the draft registration statement on Form F-4. On August 15, 2022, Pacifico executed the Amended and Restated Agreement and Plan of Merger which removed PIPE as a closing condition and changed the deadline and account for Caravelle to deposit the first $575,000, among other changes. On August 18, 2022, the Amendment No. 2 to the draft registration statement on Form F-4 was submitted to address the comments received from the SEC dated August 4, 2022 regarding the Amendment No. 1. On September 13, 2022, pursuant to the amended Merger Agreement, Caravelle remitted a cash payment of $575,000 to the Trust Account for the cost to extend the time for Pacifico to complete the Business Combination by three months until December 16, 2022. On September 22, 2022, the registration statement on Form F-4 was filed with the SEC regarding the proposed Merger between Pacifico and Caravelle. Financing The registration statement for the Company’s IPO (as described in Note 3) was declared effective on September 13, 2021. On September 16, 2021, the Company consummated the IPO of 5,000,000 units at $10.00 per unit (the “Public Units’), generating gross proceeds of $50,000,000. Simultaneously with the IPO, the Company sold to its Sponsor and Chardan Capital Markets LLC (“Chardan”) (and/or their designees) 281,250 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,812,500, which is described in Note 4. The Company granted the underwriters a 45-day option to purchase up to 750,000 Units to cover Over-allotment, if any. As of September 22, 2021, the underwriters had fully exercised the option and purchased 750,000 additional Units (the “Over-allotment Units”), generating gross proceeds of $7,500,000. Upon the closing of the Over-allotment on September 22, 2021, the Company consummated the Private Placement sale of an additional 26,250 Private Units to the Sponsor and Chardan at a price of $10.00 per Private Unit, generating gross proceeds of $262,500. Offering costs amounted to $4,759,144 consisting of $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees and $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter). The Company received net proceeds of $58,075,000 from the IPO (including the Over-allotment Units) and the sale of Private Units. On April 14, 2022, the Sponsor loaned the Company an additional $150,000 pursuant to a promissory note (“Promissory Note 1”). The Promissory Note 1 is unsecured, interest-free and due after the date on which the Company consummates an initial business combination. The Sponsor has the right to convert the Note into Private Units at $10.00 per unit. On August 8, 2022, the Company entered into a $100,000 promissory note with the Sponsor. The note is unsecured, interest-free and due after the date on which the Company consummates an initial business combination. The Sponsor has the right to convert the note into private units at $10.00 per unit. On September 13, 2022, the Company entered into a $575,000 promissory note with Caravelle as a result of Caravelle’s payment to the Trust Account to extend the existence of Pacifico for three months to December 16, 2022. The note is unsecured, interest-free and due after the date on which the Company consummates an initial business combination. Caravelle has the right to convert the note into private units at $10.00 per unit. On September 15, 2022, the Company entered into a $50,000 promissory note with the Sponsor. The note is unsecured, interest-free and due after the date on which the Company consummates an initial business combination. The Sponsor has the right to convert the note into private units at $10.00 per unit. Trust Account Upon the closing of the IPO and the private placement (including Over-allotment), a total of $58,075,000 was placed in a trust account (the “Trust Account”) with American Stock Transfer & Trust Company, LLC acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, notes or bonds having a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, until the earlier of the consummation of its first business combination and the Company’s failure to consummate a business combination within applicable period of time. Placing funds in the Trust account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. In addition, interest income earned on the funds in the Trust account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account. Business Combination Pursuant to NASDAQ listing rules, the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any taxes payable on the income earned on the Trust account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on NASDAQ, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. The Company will provide its holders of the outstanding Public Shares (the “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. 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 $10.10 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 franchise and income tax obligations). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the 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 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. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Sponsor and any of the Company’s officers or directors that may hold Insider Shares (as defined in Note 5) (the “Initial Stockholders”) and Chardan have agreed (a) to vote their Insider Shares, Private Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Company will have until 15 months from the closing of the IPO to consummate a Business Combination. On April 5, 2022, the Company entered into a merger agreement with Caravelle International Group. In addition, if the Company anticipates that it may not be able to consummate initial business combination within 12 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 15 or 18 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), for each such extension on or prior to the date of the applicable deadline. On September 13, 2022, pursuant to the amended Merger Agreement, Caravelle remitted a cash payment of $575,000 to the Trust Account for the cost to extend the time for Pacifico to complete the Business Combination by three months until December 16, 2022. Liquidation If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders and Chardan have agreed to waive their liquidation rights with respect to the Insider Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders or Chardan acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). 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 vendor 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 $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable 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 the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. 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. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on completing the Proposed Public Offering and subsequently identifying a target company for a Business Combination, 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. 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 is not determinable as of the date of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated 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 (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. 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. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of 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. Going Concern As of September 30, 2022, the Company had $11,892 of cash held outside its Trust Account for use as working capital. If the estimated 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, the Company may have insufficient funds available to operate its business prior to its Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its 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 our Business Combination. If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account. On September 13, 2022, pursuant to the amended Merger Agreement, Caravelle deposited into the Company’s Trust Account an additional $575,000 (representing $0.10 per each share of redeemable common stock) to extend the time for Pacifico to complete the Business Combination by three months until December 16, 2022(or March 16, 2023, if the time period is extended). It is uncertain that the Company will be able consummate a Business Combination by this date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that if the Company is unable to complete a Business Combination within 15 months from the closing of the IPO, then the Company will cease all operations except for the purpose of liquidating. The date for liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as outlined in Note 1 (PubCo, Merger Sub 1 and Merger Sub 2) where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated 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. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. 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 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 financial statements and the reported amounts of 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. 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 did not have any cash equivalents as of September 30,2022. Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs amounted to $4,759,144 consisting of $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees and $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter). The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares and public rights based on the estimated fair values of public shares and public rights at the date of issuance. Accordingly, $4,372,914 was allocated to public shares and was charged to temporary equity, and $386,230 was allocated to public rights and was charged to stockholders’ equity. 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. The Company has not experienced losses on such account as of September 30, 2022. Cash and Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Trust Account activities during nine months ended September 30, 2022 included interest income of $307,783, a cash withdrawal of $13,819 to the Company for franchise tax payment and a cash receipt of $575,000 for the three month extension of the Company’s business combination until December 16, 2022. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business Combination. At September 30,2022, the amount of common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 57,500,000 Less: Proceeds allocated to public rights (4,197,500 ) Allocation of offering costs related to redeemable shares (4,372,914 ) Plus: Additional amount deposited into trust 561,181 Accretion of carrying value to redemption value 9,453,196 Common stock subject to possible redemption $ 58,943,963 Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of September 30,2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the condensed statement of operations is based on the following: For the For the three months nine months ended ended September 30, September 30, 2022 2022 Net Loss $ (12,480 ) $ (384,745 ) Accretion of common stock to redemption value (3,259,474 ) (7,617,140 ) Net loss including accretion of common stock to redemption value $ (3,271,954 ) $ (8,001,885 ) For the three months ended September 30, 2022 Non- Redeemable redeemable shares shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of common stock $ (2,510,171 ) $ (761,782 ) Accretion of common stock to redemption value 3,259,474 — Allocation of net income (loss) $ 749,302 $ (761,782 ) Denominators: Weighted-average shares outstanding 5,750,000 1,745,000 Basic and diluted net income/(loss) per share $ 0.13 $ (0.44 ) For the nine months ended September 30, 2022 Non- Redeemable redeemable shares shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of common stock $ (6,138,871 ) $ (1,863,014 ) Accretion of common stock to redemption value 7,617,140 — Allocation of net income (loss) $ 1,478,269 $ (1,863,014 ) Denominators: Weighted-average shares outstanding 5,750,000 1,745,000 Basic and diluted net income/(loss) per share $ 0.26 $ (1.07 ) Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 -270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 96.09% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and (15.84)% and 0.00% for the nine months ended September 30, 2022 and for the period from March 8, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended September 30, 2022 and 2021, for the nine months ended September 30, 2022 and for the period from March 2, 2021 (inception) through September 30, 2021, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instrument,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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
Regulated Operations [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On September 16, 2021, the Company sold 5,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $50,000,000 related to its IPO. Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right will convert into one-tenth (1/10) of one share of common stock upon the consummation of a Business Combination (see Note 7). The Company granted the underwriters a 45-day option to purchase up to 750,000 Units to cover Over-allotment, if any. On September 22, 2021, the underwriters fully exercised the option and purchased 750,000 additional Units (the “Over-allotment Units”), generating gross proceeds of $7,500,000. The Company incurred total costs of $4,759,144 consisting of $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees (payable only upon completion of a Business Combination) and $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter).

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Concurrently with the closing of the IPO, the Company’s Sponsor and Chardan (and/or their designees) purchased an aggregate of 281,250 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,812,500 in a private placement. Upon the closing of the Over-allotment on September 22, 2021, the Company consummated the Private Placement sale of an additional 26,250 Private Units to the Sponsor and Chardan at a price of $10.00 per Private Unit, generating gross proceeds of $262,500. The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO to be 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), and the Private Units and all underlying securities will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Promissory Note — Related Party On March 15, 2021, the Sponsor loaned the Company an aggregate of up to $200,000 to cover expenses related to the IPO pursuant to a promissory note (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the closing of the IPO. As of September 30, 2022, the Company fully repaid the Promissory Note and no amount is owed under the note. On April 14, 2022, the Sponsor loaned the Company an additional $150,000 pursuant to a promissory note (“Promissory Note 1”). The Promissory Note 1 is unsecured, interest-free and due after the date on which the Company consummates an initial business combination. The Sponsor has the right to convert the Note into Private Units at $10.00 per unit. On August 8, 2022, the Company entered into a $100,000 promissory note with the Sponsor (“Promissory Note 2”). The Promissory Note 2 is unsecured, interest-free and due after the date on which the Company consummates an initial business combination. The Sponsor has the right to convert the note into private units at $10.00 per unit. On September 13, 2022, pursuant to the amended Merger Agreement, Caravelle remitted a cash payment of $575,000 to the Trust Account for the cost to extend the time for Pacifico to complete the Business Combination by three months until December 16, 2022. On September 13, 2022, the Company entered into a $575,000 promissory note with Caravelle (“Caravelle Note”) as a result of Caravelle’s payment to the Trust Account to extend the existence of Pacifico for three months to December 16, 2022. The Caravelle Note is unsecured, interest-free and due after the date on which the Company consummates an initial business combination. Caravelle has the right to convert the note into private units at $10.00 per unit. On September 15, 2022, the Company entered into a $50,000 promissory note with the Sponsor (“Promissory Note 3”). The Promissory Note 3 is unsecured, interest-free and due after the date on which the Company consummates an initial business combination. The Sponsor has the right to convert the note into private units at $10.00 per unit. Insider Shares On April 13, 2021, the Company issued 1,437,500 shares of common stock to the Initial Stockholders (the “Insider Shares”) for an aggregate of $25,000. The Insider Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment is not exercised in full, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the IPO (assuming the Initial Stockholders do not purchase any Public Shares in the IPO and excluding the Private Units). As the over-allotment option was fully exercised on September 22, 2021, no portion of the Insider Shares are subject to forfeiture. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Commitments and contingency

Commitments and contingency	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingency	Note 6 — Commitments and contingency Registration Rights The holders of the Insider Shares, Private Units (and all underlying securities), and any shares that may be issued upon conversion of working capital loans (may be provided by the Company’s insiders, officers, directors, or their affiliates to finance transaction costs in connection with searching for a target business or consummating a Business Combination) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of IPO. The holders of the 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 Insider Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Insider Shares are to be released from escrow. The holders of a majority of the Private Units and units issued in payment of working capital loans made to the Company can elect to exercise these registration rights at any time commencing on the date that 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 underwriters were paid a cash underwriting discount of 2.5% of the gross proceeds of the IPO, or $1,437,500 including Over-allotment. In addition, the underwriters will be entitled to a deferred fee of 3.75% of the gross proceeds of the IPO, or $2,156,250, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The underwriters will also be entitled to 43,125 common shares, to be issued if the Company closes a Business Combination. Unit Purchase Option The Company sold to Chardan (and/or its designees), for $100, an option (“UPO”) to purchase 158,125 units as the over-allotment option was fully exercised on September 22, 2021. The UPO will be exercisable at any time, in whole or in part, between the close of the IPO and fifth anniversary of the effective date of the registration at a price per Unit equal to $11.50 (or 115% of the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day immediately prior to consummation of an initial Business Combination). The option and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. Right of First Refusal The Company has granted Chardan a right of first refusal, for a period of 15 months after the date of the consummation of a Business Combination, to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public or private equity and debt offerings. Professional Fees The Company has engaged a merger and acquisition advisor and capital market advisor in connection with business combination to provide services such as introducing the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial business combination, assisting the Company in negotiating the terms and conditions with the target company. The Company will pay the advisor a cash fee or in shares in a total amount of approximately $4.625 million. In addition, the Company has committed to pay additional $50,000 professional fees for which it has not yet been billed.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 7 — Stockholders’ Equity Common Stock Rights The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. 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 Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, Quoted Significant Significant Assets Marketable securities held in trust account 58,945,268 58,945,268 — — December 31, Quoted Significant Significant Assets Marketable securities held in trust account 58,076,305 58,076,305 — —

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 November 14, 2022, the date that the unaudited condensed consolidated financial statements were issued. Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On October 24, 2022, the Company issued a $200,000 convertible unsecured promissory note to the Sponsor. The promissory note is unsecured, interest-free and due after the date on which the Company consummates an initial business combination. The Sponsor has the right to convert the note into Private Units at $10.00 per unit. On October 27, 2022, the Company received the $200,000 loan from the Sponsor. On October 14 and November 4, 2022, the Amendment No. 1 and Amendment 2 to Form F-4 registration statement, were filed respectively. The registration statement was declared effective by the SEC on November 9, 2022. On November 10, the Company filed a definitive proxy statement with the SEC for its stockholders’ special meeting.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as outlined in Note 1 (PubCo, Merger Sub 1 and Merger Sub 2) where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated 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. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
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 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	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 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.
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 did not have any cash equivalents as of September 30,2022.
Offering Costs Associated with the IPO	Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs amounted to $4,759,144 consisting of $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees and $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter). The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares and public rights based on the estimated fair values of public shares and public rights at the date of issuance. Accordingly, $4,372,914 was allocated to public shares and was charged to temporary equity, and $386,230 was allocated to public rights and was charged to stockholders’ equity.
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. The Company has not experienced losses on such account as of September 30, 2022.
Cash and Investments Held in Trust Account	Cash and Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Trust Account activities during nine months ended September 30, 2022 included interest income of $307,783, a cash withdrawal of $13,819 to the Company for franchise tax payment and a cash receipt of $575,000 for the three month extension of the Company’s business combination until December 16, 2022.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business Combination. At September 30,2022, the amount of common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 57,500,000 Less: Proceeds allocated to public rights (4,197,500 ) Allocation of offering costs related to redeemable shares (4,372,914 ) Plus: Additional amount deposited into trust 561,181 Accretion of carrying value to redemption value 9,453,196 Common stock subject to possible redemption $ 58,943,963
Net Income (Loss) per Share	Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of September 30,2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the condensed statement of operations is based on the following: For the For the three months nine months ended ended September 30, September 30, 2022 2022 Net Loss $ (12,480 ) $ (384,745 ) Accretion of common stock to redemption value (3,259,474 ) (7,617,140 ) Net loss including accretion of common stock to redemption value $ (3,271,954 ) $ (8,001,885 ) For the three months ended September 30, 2022 Non- Redeemable redeemable shares shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of common stock $ (2,510,171 ) $ (761,782 ) Accretion of common stock to redemption value 3,259,474 — Allocation of net income (loss) $ 749,302 $ (761,782 ) Denominators: Weighted-average shares outstanding 5,750,000 1,745,000 Basic and diluted net income/(loss) per share $ 0.13 $ (0.44 )
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 -270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 96.09% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and (15.84)% and 0.00% for the nine months ended September 30, 2022 and for the period from March 8, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended September 30, 2022 and 2021, for the nine months ended September 30, 2022 and for the period from March 2, 2021 (inception) through September 30, 2021, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instrument,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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
Accounting Policies [Abstract]
Schedule of common stock subject to possible redemption	Gross proceeds $ 57,500,000 Less: Proceeds allocated to public rights (4,197,500 ) Allocation of offering costs related to redeemable shares (4,372,914 ) Plus: Additional amount deposited into trust 561,181 Accretion of carrying value to redemption value 9,453,196 Common stock subject to possible redemption $ 58,943,963
Schedule of net income (loss) per share presented in the condensed statement of operations	For the For the three months nine months ended ended September 30, September 30, 2022 2022 Net Loss $ (12,480 ) $ (384,745 ) Accretion of common stock to redemption value (3,259,474 ) (7,617,140 ) Net loss including accretion of common stock to redemption value $ (3,271,954 ) $ (8,001,885 )
Schedule of basic and diluted net income/(loss) per share	For the three months ended September 30, 2022 Non- Redeemable redeemable shares shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of common stock $ (2,510,171 ) $ (761,782 ) Accretion of common stock to redemption value 3,259,474 — Allocation of net income (loss) $ 749,302 $ (761,782 ) Denominators: Weighted-average shares outstanding 5,750,000 1,745,000 Basic and diluted net income/(loss) per share $ 0.13 $ (0.44 ) For the nine months ended September 30, 2022 Non- Redeemable redeemable shares shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of common stock $ (6,138,871 ) $ (1,863,014 ) Accretion of common stock to redemption value 7,617,140 — Allocation of net income (loss) $ 1,478,269 $ (1,863,014 ) Denominators: Weighted-average shares outstanding 5,750,000 1,745,000 Basic and diluted net income/(loss) per share $ 0.26 $ (1.07 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basis	September 30, Quoted Significant Significant Assets Marketable securities held in trust account 58,945,268 58,945,268 — — December 31, Quoted Significant Significant Assets Marketable securities held in trust account 58,076,305 58,076,305 — —

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)					1 Months Ended				3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 13, 2022	Apr. 14, 2022	Apr. 08, 2022	Apr. 05, 2022	Sep. 15, 2022	Aug. 16, 2022	Sep. 22, 2021	Sep. 16, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Aug. 15, 2022
Organization and Business Operations (Details) [Line Items]
Deposit													$ 575,000
Trust account	$ 575,000
Price per share (in Dollars per share)	$ 10	$ 10	$ 10		$ 10
Offering costs									$ 4,759,144			$ 4,759,144
Underwriting fees												1,437,500
Deferred underwriting fees									2,469,769			2,469,769
Other offering costs									851,875			851,875
Estimated cost												320,994
Net proceeds												58,075,000
Promissory note	$ 575,000	$ 150,000	$ 100,000		$ 50,000
Trust account									58,075,000			$ 58,075,000
Maturity term												185 days
Public per share (in Dollars per share)												$ 10.1
Net tangible assets									$ 5,000,001			$ 5,000,001
Aggregate shares percentage												20%
U.S. federal excise tax						1%			21%	21%	21%	21%
Excise tax						1%			96.09%	0%	0%	(15.84%)
Cash									$ 11,892			$ 11,892
Redeemable common stock (in Dollars per share)	$ 0.1
Public Units [Member]
Organization and Business Operations (Details) [Line Items]
Units of initial public offering (in Shares)								5,000,000
Price per share (in Dollars per share)								$ 10
Generating gross proceeds								$ 50,000,000
Private Units [Member]
Organization and Business Operations (Details) [Line Items]
Units of initial public offering (in Shares)								281,250
Price per share (in Dollars per share)								$ 10
Total gross proceeds								$ 2,812,500
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Generating gross proceeds							$ 7,500,000
Purchase units (in Shares)												750,000
Additional units of shares (in Shares)							750,000
Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)							$ 10
Generating gross proceeds							$ 262,500
Additional units of shares (in Shares)							26,250
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Initial public offering price per unit (in Dollars per share)												$ (10)
Per public share (in Dollars per share)												$ 10.1
Caravelle [Member]
Organization and Business Operations (Details) [Line Items]
Trust account	$ 575,000
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Business combination, description				In addition, if the Company anticipates that it may not be able to consummate initial business combination within 12 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 15 or 18 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), for each such extension on or prior to the date of the applicable deadline.								Pursuant to NASDAQ listing rules, the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any taxes payable on the income earned on the Trust account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on NASDAQ, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.
Merger Agreement [Member]
Organization and Business Operations (Details) [Line Items]
Trust account	$ 575,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Aug. 16, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Accounting Policies [Abstract]
Offering costs		$ 4,759,144			$ 4,759,144
Underwriting fees		1,437,500			1,437,500
Deferred underwriting fees		2,469,769			2,469,769
Other offering costs		851,875			851,875
Underwriter estimated cost		320,994			320,994
Public shares		4,372,914			4,372,914
Public rights					386,230
Federal depository insurance coverage		250,000			250,000
Interest income					307,783
Withdrawal from Contract Holders Funds					13,819
Tax payment		$ 575,000			$ 575,000
Effective tax rate	1%	96.09%	0%	0%	(15.84%)
Statutory tax rate	1%	21%	21%	21%	21%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of common stock subject to possible redemption	9 Months Ended
	Sep. 30, 2022 USD ($)
Schedule Of Common Stock Subject To Possible Redemption Abstract
Gross proceeds	$ 57,500,000
Proceeds allocated to public rights	(4,197,500)
Allocation of offering costs related to redeemable shares	(4,372,914)
Additional amount deposited into trust	561,181
Accretion of carrying value to redemption value	9,453,196
Common stock subject to possible redemption	$ 58,943,963

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of net income (loss) per share presented in the condensed statement of operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Schedule Of Net Income Loss Per Share Presented In The Condensed Statement Of Operations Abstract
Net Loss	$ (12,480)	$ (384,745)
Accretion of common stock to redemption value	(3,259,474)	(7,617,140)
Net loss including accretion of common stock to redemption value	$ (3,271,954)	$ (8,001,885)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income/(loss) per share - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Redeemable Shares [Member]
Numerators:
Allocation of net loss including accretion of common stock	$ (2,510,171)	$ (6,138,871)
Accretion of common stock to redemption value	3,259,474	7,617,140
Allocation of net income (loss)	$ 749,302	$ 1,478,269
Denominators:
Weighted-average shares outstanding (in Shares)	5,750,000	5,750,000
Basic and diluted net income/(loss) per share (in Dollars per share)	$ 0.13	$ 0.26
Non-redeemable Shares [Member]
Numerators:
Allocation of net loss including accretion of common stock	$ (761,782)	$ (1,863,014)
Accretion of common stock to redemption value
Allocation of net income (loss)	$ (761,782)	$ (1,863,014)
Denominators:
Weighted-average shares outstanding (in Shares)	1,745,000	1,745,000
Basic and diluted net income/(loss) per share (in Dollars per share)	$ (0.44)	$ (1.07)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income/(loss) per share (Parentheticals) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Redeemable Shares [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income/(loss) per share (Parentheticals) [Line Items]
Diluted net income/(loss) per share	$ 0.13	$ 0.26
Non-redeemable Shares [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income/(loss) per share (Parentheticals) [Line Items]
Diluted net income/(loss) per share	$ (0.44)	$ (1.07)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended		9 Months Ended
	Sep. 22, 2021	Sep. 16, 2021	Sep. 30, 2022
Initial Public Offering (Details) [Line Items]
Unit and public right, description		Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right will convert into one-tenth (1/10) of one share of common stock upon the consummation of a Business Combination (see Note 7).
Granted underwriters option shares (in Shares)		750,000
Underwriters exercised option purchased additional units (in Shares)	750,000
Generating gross proceeds	$ 7,500,000
Incurred consisting			$ 4,759,144
Underwriting fees			1,437,500
Deferred underwriting fees			2,469,769
Offering costs			851,875
Option issued underwriter			$ 320,994
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Units offer for sale (in Shares)		5,000,000
Price per unit (in Dollars per share)		$ 10
Gross proceeds		$ 50,000,000

Private Placement (Details)

Private Placement (Details) - USD ($)	1 Months Ended	9 Months Ended
	Sep. 22, 2021	Sep. 30, 2022
Private Placement (Details) [Line Items]
Gross proceeds	$ 262,500
Private Placement [Member]
Private Placement (Details) [Line Items]
Price per unit		$ 10
Aggregate purchase price		$ 2,812,500
Sponsor and Chardan [Member]
Private Placement (Details) [Line Items]
Purchased of aggregate private units		281,250
Price per unit	$ 10
Additional private units	26,250

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)					9 Months Ended
	Sep. 15, 2022	Sep. 13, 2022	Aug. 08, 2022	Apr. 14, 2022	Sep. 30, 2022	Apr. 13, 2021	Mar. 15, 2021
Related Party Transactions (Details) [Line Items]
Private units (in Shares)	10	10		10
Promissory note amount	$ 50,000	$ 575,000	$ 100,000
Trust account		$ 575,000
Issued shares of common stock (in Shares)						1,437,500
Aggregate amount of shares						$ 25,000
Business combination description					The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
IPO [Member]
Related Party Transactions (Details) [Line Items]
Aggregate shares subject to forfeiture (in Shares)						187,500
Issued and outstanding shares percentage						20%
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Aggregate amount							$ 200,000
Sponsor loan				$ 150,000
Private units (in Shares)			10

Commitments and contingency (De

Commitments and contingency (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) shares
Commitments and contingency (Details) [Line Items]
Percentage of cash underwriting discount	2.50%
Percentage of deferred fee	3.75%
Gross proceeds from public offering	$ 2,156,250
Common stock share issued | shares	43,125
Description of unit purchase option	The Company sold to Chardan (and/or its designees), for $100, an option (“UPO”) to purchase 158,125 units as the over-allotment option was fully exercised on September 22, 2021. The UPO will be exercisable at any time, in whole or in part, between the close of the IPO and fifth anniversary of the effective date of the registration at a price per Unit equal to $11.50 (or 115% of the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day immediately prior to consummation of an initial Business Combination). The option and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners.
Percentage of lead investment banker	30%
Percentage of economics investment banker	20%
Advisor cash fee	$ 4,625,000
Professional fees	50,000
Over-Allotment [Member]
Commitments and contingency (Details) [Line Items]
Gross proceeds	$ 1,437,500

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Equity (Details) [Line Items]
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Share vote	one
Common stock, shares issued	1,745,000	1,745,000
Share of common stock	1
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common shares authorized	10,000,000
Common stock par value (in Dollars per share)	$ 0.0001
Common stock, shares issued	1,745,000
Shares subject to possible redemption	5,750,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets
Marketable securities held in trust account	$ 58,945,268	$ 58,076,305
Quoted Prices in Active Markets (Level 1) [Member]
Assets
Marketable securities held in trust account	58,945,268	58,076,305
Significant Other Observable Inputs (Level 2) [Member]
Assets
Marketable securities held in trust account
Significant Other Unobservable Inputs (Level 3) [Member]
Assets
Marketable securities held in trust account

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Oct. 27, 2022	Oct. 24, 2022
Subsequent Events (Details) [Line Items]
Promissory note		$ 200,000
Sponsor price per share (in Dollars per share)		$ 10
Loan received	$ 200,000