| Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements
are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and
pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments)
have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. In
the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring
adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and
six months ended June 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or for any
future periods. The accompanying unaudited condensed financial
statements should be read in conjunction with the audited condensed financial statements and notes thereto included in the Annual Form
10-K filed by the Company with the SEC on April 14, 2022. Emerging Growth Company Status The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart
the Company’s 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 auditor 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 condensed financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used. Use of Estimates The preparation of these condensed financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported
amounts of expenses during the reporting period. Actual results could differ 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. At June 30, 2022 and December 31, 2021, there
were no cash equivalents that was recognized by the Company. Marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, the Company
had $128,576,560 and $128,400,078 in cash held in the Trust Account, respectively. Fair Value of Financial Instruments The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheets. The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually. 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 - Valuations
based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level
2 - Valuations
based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active
for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived
principally from or corroborated by market through correlation or other means.
Level
3 - Valuations
based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets
and liabilities measured at fair value. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Class A 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 features redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class
A 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, at June 30, 2022 and December 31, 2021, the 12,650,000 shares of Class A common stock are presented
at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. There
was no change to redemption value at June 30, 2022 since the incurred taxes exceed the interest earned inception to date. The dissolution
expense of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in
the event of the Company's liquidation. As of June 30, 2022 and December 31, 2021, the
shares of common stock reflected on the balance sheets are reconciled in the following table:
Gross proceeds from IPO $ 126,500,000
Less:
Proceeds allocated to Public Warrants (10,141,998 )
Common stock issuance costs (8,257,504 )
Plus:
Remeasurement of carrying value to redemption value 20,297,002
Class A common stock subject to possible redemption at redemption
value $ 128,397,500 Derivative Financial Instruments The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic
815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at
each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified
in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument
could be required within 12 months of the balance sheet date. Warrant Liability The Company evaluated the Public Warrants and
Private Placement Warrants to be issued in connection with the IPO (collectively, “Warrants”) in accordance with ASC 815-40,
“Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that a provision in the Warrant Agreement
related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants
meet the definition of a derivative as contemplated in ASC 815, the Warrants will be recorded as derivative liabilities on the balance
sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair
Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. Offering Costs The Company complies with the requirements of
the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that
were directly related to the Public Offering. Offering costs are allocated to the separable financial instruments issued in the IPO based
on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed
as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common
stock were charged to temporary equity upon the completion of the IPO. Transaction costs amounted to $8,998,713, of which $741,209 was
allocated to expense associated with the warrant liability. Convertible Instruments The Company accounts for its promissory notes
that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No.
815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial
instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks
of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract,
(b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value
under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with
the same terms as the embedded derivative instrument would be considered a derivative instrument. Net Income (Loss) Per Common Stock The Company has two classes of shares, which
are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of
shares. The Company did not consider the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase
an aggregate of 18,677,500 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their
exercise is contingent upon future events. As a result, diluted net income per common stock is the same as basic net income per common
stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share
for each class of common stock. The following table reflects the calculation
of basic and diluted net income (loss) per common stock (in dollars, except per share amounts):
Three Months Three Months June 30, Six Months For the
Class A Class B Class A Class B (1) Class A Class B Class A Class B
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted $ 1,571,167 $ 387,943 $ — (85 ) $ 4,760,475 $ 1,175,426 $ — $ (632 )
Denominator:
Basic and diluted weighted average shares outstanding 12,808,125 3,162,500 — 2,750,000 12,808,125 3,162,500 — 2,750,000
Basic and diluted net income (loss) per common stock $ 0.12 $ 0.12 $ — $ 0.00 $ 0.37 $ 0.37 $ — $ 0.00
(1) Excludes up to 412,500 shares of Class B common stock subject
to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 7). On August 25, 2021,
the Company effected a stock dividend of 1/10th of a share per outstanding share, and all shares have been retroactively restated (see
Note 7). As a result of the underwriter’s election to fully exercise their over-allotment option on August 30, 2021, the founder
shares are no longer subject to forfeiture. 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. As of June 30, 2022
and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. 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. Our effective
tax rate was 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 0.00% for the six months ended June 30, 2022 and
for the period from February 18, 2021 (inception) through June 30, 2021, respectively. The effective tax rate differs from the statutory
tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability, changes
in fair value in derivative liability - conversion feature, and 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 June 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. 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 Corporation coverage of $250,000. At June 30, 2022 and December 31, 2021, the Company had not experienced
losses on this account and management believes the Company was not exposed to significant risks on such account. Recent Accounting Pronouncements Management does not believe that any other recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed
financial statements. |
