Fat Projects Acquisition (FATP) S-4/A 25 Nov 22 Registration of securities issued in business combination transactions (amended) Financial data

Cover

Cover	9 Months Ended
	Sep. 30, 2022
Entity Addresses [Line Items]
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1
Entity Registrant Name	Fat Projects Acquisition Corp
Entity Central Index Key	0001865045
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	27 Bukit Manis Road
Entity Address, City or Town	Singapore
Entity Address, Postal Zip Code	099892
City Area Code	65
Local Phone Number	8590-2056
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	122 East 42nd Street
Entity Address, Address Line Two	18th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10168
Country Region	1
City Area Code	800
Local Phone Number	221-0102
Contact Personnel Name	Cogency Global Inc.

BALANCE SHEET

BALANCE SHEET - USD ($)	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Apr. 15, 2021
Current assets:
Cash	$ 243,991			$ 754,893
Due from related party			$ 90,000	50,000
Prepaid expenses	156,201			164,955
Total current assets	400,192			969,848
Long term prepaid expense	4,659			110,682
Investments held in Trust Account	115,803,480			115,010,543
Total assets	116,208,331			116,091,073
Current liabilities:
Due to related party				26,129
Accrued expenses	1,167,152			110,342
Total current liabilities	1,167,152			136,471
Deferred underwriting commissions	4,025,000			4,025,000
Total liabilities	5,192,152			4,161,471
Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of $10.00	115,803,480			115,000,000
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(4,787,601)			(3,070,698)
Total shareholders’ deficit	(4,787,301)	$ (3,532,819)	$ (3,228,537)	(3,070,398)	$ (25,293)	$ 18,593
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	116,208,331			116,091,073
Common Class A [Member]
Shareholders’ Deficit:
Common stock	12			12
Common Class B [Member]
Shareholders’ Deficit:
Common stock	$ 288			$ 288

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	Apr. 22, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock Subject To Redemption [Member]
Temporary equity, shares outstanding	11,500,000	11,500,000
Temporary equity, redemption value	$ 10.07	$ 10
Temporary equity, shares issued	11,500,000	11,500,000
Common Class A [Member]
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	300,000,000	300,000,000
Common shares, shares issued	115,000	115,000
Common shares, shares outstanding	115,000	115,000
Common Class B [Member]
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized	30,000,000	30,000,000
Common shares, shares issued	2,875,000	2,875,000
Common shares, shares outstanding	2,875,000	2,875,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS	9 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Other income
Interest earned on investments held in Trust Account | $	$ 10,543
Net loss | $	$ (231,291)
Class A Common Stock Subject to Redemption
Other income
Weighted average shares outstanding | shares	3,450,000
Basic and diluted net income per share | $ / shares	$ (0.04)
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary share | shares	2,589,308
Class A And B Common Stock Not Subject to Redemption [Member]
Other income
Basic and diluted net income per share | $ / shares	$ (0.04)

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance as of April 16, 2021 (Inception) at Apr. 15, 2021
Class B ordinary share issued to initial shareholder		288	24,712		25,000
Balance as of December 31, 2021 at Jun. 30, 2021		288	24,712	(6,407)	18,593
Balance as of April 16, 2021 (Inception) at Apr. 15, 2021
Class B ordinary share issued to initial shareholder		288	24,712		25,000
Sale of 2,865,000 Private Placement Warrants			$ 2,865,000		$ 2,865,000
Issuance of 115,000 representative shares	12		1,092,368		1,092,380
Proceeds allocated to Public Warrants			$ 5,750,000		$ 5,750,000
Excess fair value of Anchor Investors			5,062,500		5,062,500
Offering costs allocated to warrants			(599,740)		(599,740)
Net loss				(231,291)	(231,291)
Ordinary shares subject to redemption			(14,194,840)	(2,839,407)	(17,034,247)
Balance as of December 31, 2021 at Dec. 31, 2021	12	288		(3,070,698)	(3,070,398)
Balance as of April 16, 2021 (Inception) at Jun. 30, 2021		288	24,712	(6,407)	18,593
Net loss					(43,886)
Balance as of December 31, 2021 at Sep. 30, 2021		288	24,712	(50,293)	(25,293)
Balance as of April 16, 2021 (Inception) at Dec. 31, 2021	12	288		(3,070,698)	(3,070,398)
Net loss					(913,423)
Balance as of December 31, 2021 at Sep. 30, 2022	12	288		(4,787,601)	(4,787,301)
Balance as of April 16, 2021 (Inception) at Jun. 30, 2022	12	288		(3,533,119)	(3,532,819)
Net loss					(676,820)
Balance as of December 31, 2021 at Sep. 30, 2022	$ 12	$ 288		$ (4,787,601)	$ (4,787,301)

STATEMENTS OF CHANGES IN SHAR_2

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - Private Placement Warrants [Member]	9 Months Ended
	Dec. 31, 2021 shares
Class of Warrant or Right [Line Items]
Sale of Private Placement Warrants (in shares)	2,865,000
Number of representative shares issued during the period	115,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	9 Months Ended
	Dec. 31, 2021 USD ($)
Cash flows from operating activities:
Net loss	$ (231,291)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(10,543)
Formation and operating costs paid by sponsor	4,096
Changes in current assets and liabilities:
Prepaid expenses	(275,637)
Due to related party	26,129
Accrued expenses	110,342
Net cash used in operating activities	(376,904)
Cash flows from investing activities:
Investments held in Trust Account	(115,000,000)
Net cash used in investing activities	(115,000,000)
Cash flows from financing activities:
Proceeds from initial public offering, net of costs	113,850,000
Proceeds from private placement	2,865,000
Proceeds from sale of ordinary shares to initial shareholder	25,000
Payments to related party	(133,824)
Proceeds from issuance of promissory note to related party	163,398
Payment of promissory note to related party	(163,398)
Payment of deferred offering costs	(474,379)
Net cash provided by financing activities	116,131,797
Net change in cash	754,893
Cash, beginning of the period
Cash, end of the period	754,893
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions	4,025,000
Deferred offering costs paid by related party	21,384
Fair value of capital contribution by Sponsor to Anchor Investors	5,062,500
Offering costs in equity	599,740
Fair value of representative shares	1,092,380
Issuance of representative shares	12
Remeasurement of ordinary shares subject to redemption	$ 17,034,247

CONDENSED BALANCE SHEETS (unaud

CONDENSED BALANCE SHEETS (unaudited) - USD ($)	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Apr. 15, 2021
Current assets:
Cash	$ 243,991			$ 754,893
Prepaid expenses	156,201			164,955
Due from related party			$ 90,000	50,000
Total current assets	400,192			969,848
Long term prepaid expense	4,659			110,682
Investments held in Trust Account	115,803,480			115,010,543
Total assets	116,208,331			116,091,073
Current liabilities:
Accrued expenses	1,167,152			110,342
Due to related party				26,129
Total current liabilities	1,167,152			136,471
Deferred underwriting commissions	4,025,000			4,025,000
Total liabilities	5,192,152			4,161,471
Class A ordinary shares subject to possible redemption, 11,500,000 shares at $10.07 and $10.00 redemption value as of September 30, 2022 and December 31, 2021, respectively	115,803,480			115,000,000
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(4,787,601)			(3,070,698)
Total shareholders’ deficit	(4,787,301)	$ (3,532,819)	$ (3,228,537)	(3,070,398)	$ (25,293)	$ 18,593
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	116,208,331			116,091,073
Common Class A [Member]
Shareholders’ Deficit:
Common stock	12			12
Common Class B [Member]
Shareholders’ Deficit:
Common stock	$ 288			$ 288

CONDENSED BALANCE SHEETS (una_2

CONDENSED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	Apr. 22, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock Subject To Redemption [Member]
Temporary equity, shares issued	11,500,000	11,500,000
Temporary equity, shares outstanding	11,500,000	11,500,000
Temporary equity, redemption price per share	$ 10.07	$ 10
Common Class A [Member]
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	300,000,000	300,000,000
Common shares, shares issued	115,000	115,000
Common shares, shares outstanding	115,000	115,000
Common Class B [Member]
Common shares, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized	30,000,000	30,000,000
Common shares, shares issued	2,875,000	2,875,000
Common shares, shares outstanding	2,875,000	2,875,000

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended		8 Months Ended	9 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Dec. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Formation and operating costs		$ 1,254,482	$ 43,886	$ 241,834	$ 1,706,360	$ 50,293
Loss from operations		(1,254,482)	(43,886)	(241,834)	(1,706,360)	(50,293)
Other income:
Interest earned on investments held in Trust Account		577,662		10,543	792,937
Total other income		577,662		10,543	792,937
Net loss		$ (676,820)	$ (43,886)	$ (231,291)	$ (913,423)	$ (50,293)
Class A Common Stock Subject to Redemption
Other income:
Weighted-average shares outstanding		11,500,000			11,500,000
Basic and diluted net income per share		$ (0.05)			$ (0.06)
Class A And B Common Stock Not Subject to Redemption [Member]
Other income:
Weighted-average shares outstanding	[1]	2,990,000	2,500,000		2,990,000
Basic and diluted net income per share		$ (0.05)	$ (0.02)		$ (0.06)
[1]As of September 30, 2021, the over-allotment option was not exercised, hence the weighted average shares outstanding for the three months ended September 30, 2021 and for the period from April 16, 2021(inception) through September 30, 2021 exclude an aggregate of up to 375,000 Class B ordinary shares subject to forfeiture.

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) - USD ($)	Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance as of April 16, 2021 (Inception) at Apr. 15, 2021
Beginning balance, shares at Apr. 15, 2021
Net loss				(6,407)	(6,407)
Class B ordinary shares issued to Sponsor		$ 288	24,712		25,000
Class B ordinary shares issued to Sponsor, shares		2,875,000
Balance as of December 31, 2021 at Jun. 30, 2021		$ 288	24,712	(6,407)	18,593
Ending Balance, shares at Jun. 30, 2021		2,875,000
Balance as of April 16, 2021 (Inception) at Apr. 15, 2021
Beginning balance, shares at Apr. 15, 2021
Net loss					(231,291)
Class B ordinary shares issued to Sponsor		$ 288	24,712		25,000
Balance as of December 31, 2021 at Dec. 31, 2021	$ 12	$ 288		(3,070,698)	(3,070,398)
Ending Balance, shares at Dec. 31, 2021	115,000	2,875,000
Balance as of April 16, 2021 (Inception) at Jun. 30, 2021		$ 288	24,712	(6,407)	18,593
Beginning balance, shares at Jun. 30, 2021		2,875,000
Net loss				(43,886)	(43,886)
Balance as of December 31, 2021 at Sep. 30, 2021		$ 288	24,712	(50,293)	(25,293)
Ending Balance, shares at Sep. 30, 2021		2,875,000
Balance as of April 16, 2021 (Inception) at Dec. 31, 2021	$ 12	$ 288		(3,070,698)	(3,070,398)
Beginning balance, shares at Dec. 31, 2021	115,000	2,875,000
Net loss				(158,139)	(158,139)
Balance as of December 31, 2021 at Mar. 31, 2022	$ 12	$ 288		(3,228,837)	(3,228,537)
Ending Balance, shares at Mar. 31, 2022	115,000	2,875,000
Net loss				(78,464)	(78,464)
Remeasurement of Class A ordinary shares subject to possible redemption				(225,818)	(225,818)
Balance as of December 31, 2021 at Jun. 30, 2022	$ 12	$ 288		(3,533,119)	(3,532,819)
Ending Balance, shares at Jun. 30, 2022	115,000	2,875,000
Net loss				(676,820)	(676,820)
Remeasurement of Class A ordinary shares subject to possible redemption				(577,662)	(577,662)
Balance as of December 31, 2021 at Sep. 30, 2022	$ 12	$ 288		$ (4,787,601)	$ (4,787,301)
Ending Balance, shares at Sep. 30, 2022	115,000	2,875,000

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($)	6 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (50,293)	$ (913,423)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Formation and operating costs paid by sponsor	479
Interest earned on investments held in Trust Account		(792,937)
Changes in current assets and liabilities:
Due to/from related party, net		23,871
Prepaid expenses		114,777
Accrued expenses		1,056,810
Accrued offering costs and expenses	13,616
Net cash used in operating activities	36,198	(510,902)
Cash flows from Financing Activities:
Proceeds from issuance of promissory note to related party	164,198
Repayment of promissory note to related party	(83,824)
Payment of deferred offering costs	(44,001)
Net cash provided by financing activities	36,373
Net change in cash	175	(510,902)
Cash, beginning of the period		754,893
Cash, end of the period	175	243,991
Supplemental disclosure of non-cash investing and financing activities:
Remeasurement of Class A ordinary shares subject to possible redemption		803,480
Deferred offering costs paid by Sponsor under the promissory note	58,345
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	21,384
Deferred offering costs included in accrued offering costs and expenses	$ 28,173

Organization, Business Operatio

Organization, Business Operation and Going Concern	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business Operation and Going Concern	Note 1 — Organization, Business Operation and Going Concern Fat Projects Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on April 16, 2021. The Company was incorporated for the purpose of effecting a merger, capital share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As described below, the Company has selected a target for its initial Business Combination and entered into a Business Combination Agreement with that target. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from April 16, 2021 (inception) through September 30, 2022, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below and since the closing of the IPO, the search for a prospective initial Business Combination, the negotiation of the Business Combination Agreement described below and the preparation and filing on October 5, 2022 with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-4 with respect to the Business Combination (the “Form S-4”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Fat Projects SPAC Pte Ltd, a Singapore corporation (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 12, 2021 (the “Effective Date”). On October 15, 2021, the Company’s consummated the IPO of 11,500,000 10.00 2,865,000 11.50 1.00 The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 50 Following the closing of the IPO, management has agreed that an amount equal to at least $ 10.00 100,000 100 The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or share exchange listing requirements. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially $10.00 per public share, however, there is no guarantee that investors will receive $10.00 per share upon redemption. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. All ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Company’s amended and restated memorandum and articles of association provide that the Company has only 12 21 The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100 Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the Trust Account, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The anchor investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). Subject to each anchor investor purchasing 100% of the units allocated to it, in connection with the closing of the IPO the Sponsor sold 75,000 750,000 0.009 Merger On August 26, 2022, the Company entered into a Business Combination Agreement with Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares (“Avanseus”) (as may be amended and/or restated from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Avanseus (other than the PIPE Investment as defined below, which will require further approval of each board of directors), subject to the approval of the Company’s shareholders. The Business Combination Agreement provides for a series of transactions, pursuant to which, among other things, Avanseus’ shareholders will exchange all of their outstanding Avanseus shares in consideration for newly issued Company Class A Ordinary Shares (the “Share Exchange”), subject to the conditions set forth in the Business Combination Agreement, with Avanseus thereby becoming a wholly owned subsidiary of the Company (the Share Exchange and the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination” or the “Proposed Transaction”). In connection with the Business Combination, the Company will change its corporate name to “Avanseus Holdings Corporation” (“New Avanseus”). The Business Combination Agreement provides that the Company will use its commercially reasonable efforts to enter into and consummate subscription agreements in form and substance mutually acceptable to the Company and Avanseus with investors mutually reasonably acceptable to the Company and Avanseus pursuant to which such investors will agree to purchase up to an aggregate of $ 35 The Business Combination is expected to close in the first quarter of 2023, following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions. On October 3, 2022, the Company and Avanseus entered into a First Amendment to Business Combination Agreement (the “BCA Amendment”) to amend the previously announced Business Combination Agreement dated August 26, 2022. The BCA Amendment amended the Original Business Combination Agreement to (1) add a mutual condition to the obligations of the Company and Avanseus to close the transactions contemplated in the Business Combination Agreement that holders of the Company’s Class A Ordinary Shares redeem an aggregate of at least 5,200,000 Liquidity, Capital Resources and Going Concern As of September 30, 2022, the Company had $ 243,991 766,960 The Company’s liquidity needs prior to IPO, had been satisfied through a payment from the Sponsor of $ 25,000 300,000 In order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, 2022, there were no In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. In addition, management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until October 15, 2022, to consummate a Business Combination, which was automatically extended to January 15, 2023 upon the filing of the Form S-4 on October 5, 2022 unless the Company further extends the period of time to consummate a business combination, or unless the Company’s shareholders approve of a further extension, in each case in accordance with the Company’s amended and restated memorandum and articles of association. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution unless there are further extensions as described above. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 15, 2023 (assuming no further extensions). Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.	Note 1 — Organization, Business Operation and Going Concern Fat Projects Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on April 16, 2021. The Company was incorporated for the purpose of effecting a merger, capital share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 16, 2021 (inception) through December 31, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Fat Projects SPAC Pte Ltd, a Singapore corporation (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 12, 2021 (the “Effective Date”). On October 15, 2021, the Company’s consummated the IPO of 11,500,000 10.00 2,865,000 11.50 1.00 The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 50 Following the closing of the IPO, management has agreed that an amount equal to at least $ 10.00 100,000 100 15 12 21 memorandum and articles of association (“Extension Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete its initial Business Combination within 12 months from the closing of the IPO (October 15, 2022) (or during any Extension Period), subject to applicable law. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or share exchange listing requirements. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially $ 10.00 All ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Company has only 12 months from the closing of the IPO (or 15 months if we have filed a proxy statement, registration statement or similar filing for an initial business combination within 12 months from the consummation of the IPO but has not completed the initial business combination within such 12-month period, or up to 21 months if we extend the period of time to consummate a business combination, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) to complete the initial Business Combination. If the Company is unable to complete the initial 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 shareholders and its board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under the laws of Cayman Islands to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within Combination Period. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the Trust Account, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The anchor investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a shareholder vote to amend amended and restated memorandum and articles of association in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). Subject to each anchor investor purchasing 100% of the units allocated to it, in connection with the closing of the IPO the Sponsor sold 75,000 750,000 0.009 Liquidity, Capital Resources and Going Concern As of December 31, 2021, the Company had $ 754,893 833,377 The Company’s liquidity needs up to December 31, 2021 had been satisfied through a payment from the Sponsor of $ 25,000 300,000 In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. In addition, management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until October 15, 2022 to consummate a Business Combination (or July 15, 2023 if extended). It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 2022. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed 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 period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 28, 2022, and the Form S-4 filed with SEC on October 5, 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 Status 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 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. 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 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. The Company had cash of $ 243,991 754,893 no Investments Held in Trust Account On September 30, 2022 and December 31, 2021, the assets held in the Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. During the three and nine months ended September 30, 2022 and the period from April 16, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2022, and December 31, 2021, are as follows: Summary of gross holding losses and fair value of held-to-maturity securities Carrying Value as of September 30, Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury Securities $ 115,803,480 $ 12,715 $ - $ 115,816,195 Carrying Value as of December 31, Gross Unrealized Gains Gross Unrealized Losses Fair Value 2021 U.S. Treasury Securities $ 115,010,543 $ 2,237 $ - $ 115,012,390 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, other costs incurred through the IPO that were directly related to the IPO, and fair value in excess of consideration paid with respect to the Founder Shares sold to the anchor investors. The Company incurred offering costs amounting to $ 11,883,987 1,150,000 1,092,380 4,025,000 554,107 5,062,500 11,284,247 599,740 Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustments associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 14,365,000 The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. No warrants were exercised during the three and nine months ended September 30, 2022, for the period from April 16, 2021 (inception) through September 30, 2021, and the three months ended September 30, 2021. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. In connection with the underwriters exercise of their over-allotment option on October 15, 2021, 375,000 The following table reflects the calculation of basic and diluted net loss per ordinary share: Reconciliation of Net Loss per Common Share For the For the September 30, September 30, Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (537,159 ) $ (139,661 ) $ - $ (43,886 ) Denominator: Weighted-average shares outstanding 11,500,000 2,990,000 - 2,500,000 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ - $ (0.02 ) For the For the September 30, September 30, 2021 Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (724,939 ) $ (188,484 ) $ - $ (50,293 ) Denominator: Weighted-average shares outstanding 11,500,000 2,990,000 - 2,500,000 Basic and diluted net loss per share $ (0.06 ) $ (0.06 ) $ - $ (0.02 ) Ordinary Shares Subject to Possible Redemption The 11,500,000 2,865,000 All of the 11,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The Company issued to Hutton and/or its designees, 115,000 As of September 30, 2022 and December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000 ) Ordinary share issuance costs (11,284,247 ) Plus: Remeasurement adjustment of carrying value to redemption value 17,034,247 Ordinary shares subject to possible redemption at December 31, 2021 115,000,000 Plus: Accretion of carrying value to redemption value 803,480 Ordinary shares subject to possible redemption at September 30, 2022 115,803,480 Share Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding interest in founder shares acquired by directors of the Company at prices below fair value. The interest in acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the interest in the founder shares will be forfeited. The interest in the founder shares owned by the director (1) may not be sold or transferred, until 180 12 21 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Financial Instruments The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time warrant issuance and as of each subsequent annual period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“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. Emerging Growth Company Status 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 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 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. The Company had cash of $ 754,893 no Investments Held in Trust Account At December 31, 2021, the assets held in the Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. During the period from April 16, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: Summary of gross holding losses and fair value of held-to-maturity securities Carrying Fair Value Value as of Gross Gross as of December 31, Unrealized Unrealized December 31, 2021 Gains Losses 2021 U.S. Treasury Securities $ 115,010,543 $ 2,237 $ - $ 115,012,390 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, other costs incurred through the IPO that were directly related to the IPO, and fair value in excess of consideration paid with respect to the Founder Shares sold to the anchor investors. The Company incurred offering costs amounting to $ 11,883,987 1,150,000 1,092,380 4,025,000 554,107 5,062,500 11,284,247 599,740 Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustments associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 14,365,000 The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. No warrants were exercised during the year ended December 31, 2021. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net loss per ordinary share because the redemption value approximates fair value. Reconciliation of Net Loss per Common Share For the April 16, 2021 (Inception) to December 31, Redeemable Class A Ordinary Share Net loss allocable to Redeemable Class A Ordinary Share $ (132,127 ) Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary share 3,450,000 Basic and diluted net loss per ordinary share $ (0.04 ) Non-Redeemable Class A and Class B Ordinary Share Net loss allocable to Non-Redeemable Share $ (99,164 ) Denominator: Weighted Average Non-Redeemable share Basic and diluted weighted average shares outstanding 2,589,308 Basic and diluted net loss per ordinary share $ (0.04 ) Ordinary Shares Subject to Possible Redemption The 11,500,000 2,865,000 All of the 11,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The Company issued to Hutton and/or its designees, 115,000 As of December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000 ) Ordinary share issuance costs (11,284,247 ) Plus: Remeasurement adjustment of carrying value to redemption value 17,034,247 Ordinary shares subject to possible redemption $ 115,000,000 Share Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding interest in founder shares acquired by directors of the Company at prices below fair value. The interest in acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the interest in the founder shares will be forfeited. The interest in the founder shares owned by the director (1) may not be sold or transferred, until 180 12 21 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Financial Instruments The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time warrant issuance and as of each subsequent annual period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including annual periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASCU No. 2020-06 upon its incorporation. The impact to the balance sheet was not material. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Public Units On October 15, 2021, the Company sold 11,500,000 10.00 Each Unit consists of one Class A ordinary share and one redeemable warrant (the “Public Warrants”). Ten qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the directors or any member of the Company’s management (the “anchor investors”) have purchased 950,000 9,500,000 10.00 Following the closing of the IPO on October 15, 2021, $ 115,000,000 10.00 Public Warrants Each warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 9.20 60 20 consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 18.00 180 The warrants will become exercisable on the later of 12 The Company has not registered the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Redemption of warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the reported last sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share subdivision, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20	Note 3 — Initial Public Offering Public Units On October 15, 2021, the Company sold 11,500,000 10.00 Each Unit consists of one Class A ordinary share and one redeemable warrant (the “Public Warrants”). Ten qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the directors or any member of the Company’s management (the “anchor investors”) have purchased 950,000 9,500,000 10.00 Following the closing of the IPO on October 15, 2021, $ 115,000,000 10.00 Public Warrants Each warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 9.20 60 20 9.20 115 18.00 180 The warrants will become exercisable on the later of 12 The Company has not registered the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Redemption of warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the reported last sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share subdivision, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 2,865,000 1.00 2,865,000 30 (the “ Sponsor’s Shareholders The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. The placement warrants (including the Class A ordinary shares issuable upon exercise of the placement warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain exceptions. The Private Placement Warrants and the warrants included in the units sold in the offering are redeemable by the Company and exercisable by the holders on the same terms.	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 2,865,000 1.00 2,865,000 30 The Private Placement Warrants and the warrants included in the units sold in the offering are redeemable by the Company and exercisable by the holders on the same terms.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On April 22, 2021, the Sponsor paid, $ 25,000 0.009 2,875,000 0.0001 375,000 no The Sponsor, directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares (or Class A ordinary shares issuable upon conversion thereof) until the earlier of (A) six months after the date of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported last sale price of the Company’s Class A ordinary shares equals or exceeds US $ 12.00 20 30 150 In September 2021, the Company received expressions of interest from anchor investors to purchase Units in the IPO. Subject to each anchor investor purchasing 100 75,000 750,000 0.009 6.75 5,062,500 1.00 75 On October 18, 2021, the Sponsor transferred 2,070,000 Share Based Compensation In April and May 2021, the Company’s sponsor transferred interests in a total of 55,000 The Company has determined the valuation of the Class B ordinary shares as of the Grant Dates. The valuation resulted in a fair value of approximately $ 1.45 79,821 55,000 79,821 Due from related party Since April 16, 2021 (inception), related parties have paid for certain offering costs and expenses on behalf of the Company. For the three months ended March 31, 2022, no 50,000 90,000 Promissory Note — Related Party On May 6, 2021, the Sponsor agreed to loan the Company up to $ 300,000 no Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 1.00 Office Space, Secretarial and Administrative Services Commencing on the date that the Company’s securities are first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of $ 10,000 30,000 90,000 0 26,129	Note 5 — Related Party Transactions Founder Shares On April 22, 2021, the Sponsor paid, $ 25,000 0.009 2,875,000 0.0001 375,000 no The Sponsor, directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 20 30 150 In September 2021, the Company received expressions of interest from anchor investors to purchase Units in the IPO. Subject to each anchor investor purchasing 100 75,000 750,000 0.009 6.75 5,062,500 1.00 75 Share Based Compensation In April and May 2021 the Company’s sponsor transferred interest in a total of 55,000 The Company has determined the valuation of the Class B ordinary shares as of the Grant Dates. The valuation resulted in a fair value of approximately $ 1.45 79,821 55,000 79,821 Due from related party Since April 16, 2021 (inception), related parties have paid for certain offering costs and expenses on behalf of the Company. At December 31, 2021 an excess of $ 50,000 Promissory Note—Related Party On May 6, 2021, the Sponsor agreed to loan the Company up to $ 300,000 no Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 1.00 no Office Space, Secretarial and Administrative Services Commencing on the date that the Company’s securities are first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of $ 10,000 26,129

Commitments & Contingencies

Commitments & Contingencies	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, the representative shares, Placement Warrants (including component securities contained therein) and warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans, any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary share) that may be issued upon exercise of the warrants as part of the Working Capital Loans and Class A ordinary share issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement signed on October 12, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45 1,500,000 1,500,000 The underwriters were paid a cash underwriting discount of one percent ( 1 1,150,000 3.5 4,025,000 Anchor Investors The Sponsor entered into an agreement with ten strategic investors (each referred to as an “anchor investor”) for the purchase of 75,000 0.009 9,500,000 The Company accounted for the fair value in excess of consideration paid with respect to the number of Founder Shares sold to the anchor investors as an offering cost reflected as an increase to additional paid in capital offset by a reduction of the offering proceeds upon completion of the IPO. The fair value of each Founder Share was determined to be $ 6.75 5,062,500 750,000 1.00 75 Representative Shares The Company issued to Hutton and/or its designees (the “Representatives”) 115,000 The ordinary shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the registration statement of which the IPO forms a part pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 The Company accounted for the fair value of the Class A ordinary shares issued to the Representatives as an offering cost reflected as an increase to additional paid in capital offset by a reduction of the offering proceeds upon completion of the IPO. The fair value of each Class A ordinary share was determined to be $ 9.00 1,092,380 1	Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, the representative shares, Placement Warrants (including component securities contained therein) and warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans, any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary share) that may be issued upon exercise of the warrants as part of the Working Capital Loans and Class A ordinary share issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement signed on October 12, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary share). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45 1,500,000 1,500,000 The underwriters were paid a cash underwriting discount of one percent ( 1 3.5 4,025,000 Anchor Investors The Sponsor entered into an agreement with ten strategic investors (each referred to as an “anchor investor”) for the purchase of 75,000 Founder Shares each at the same price the Sponsor paid ($ 0.009 per share). The anchor investors purchased 9,500,000 Units in the IPO. The Company accounted for the fair value in excess of consideration paid with respect to the number of Founder Shares sold to the anchor investors as an offering cost reflected as an increase to additional paid in capital offset by a reduction of the offering proceeds upon completion of the IPO. The fair value of each Founder Share was determined to be $ 6.75 5,062,500 1.00 75 Representative Shares The Company issued to Hutton and/or its designees (“Representatives”) 115,000 The ordinary shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the registration statement of which the IPO forms a part pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which the IPO forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the IPO except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2). The Company accounted for the fair value of the Class A ordinary shares issued to the Representatives as an offering cost reflected as an increase to additional paid in capital offset by a reduction of the offering proceeds upon completion of the IPO. The fair value of each Class A ordinary shares was determined to be $ 9.00 per share or approximately $ 1,092,380 . Valuation of the Class A ordinary shares was determined using an internal valuation model and classified as a Level 3 valuation. The valuation was driven primarily by the initial issuance price of the Public Units, and an assumed value of approximately $ 0.50 for the warrants included in the Units.

Shareholders_ Deficit

Shareholders’ Deficit	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Equity [Abstract]
Shareholders’ Deficit	Note 7 — Shareholders’ Deficit Preference shares — The Company is authorized to issue 1,000,000 0.0001 no Class A ordinary shares — The Company is authorized to issue 300,000,000 0.0001 115,000 11,500,000 Class B ordinary shares — The Company is authorized to issue 30,000,000 0.0001 Holders are entitled to one vote for each share of Class B ordinary shares. 2,875,000 Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable share exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. The Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20	Note 7 — Shareholders’ Deficit Preference shares — The Company is authorized to issue 1,000,000 0.0001 no Class A ordinary shares — The Company is authorized to issue 300,000,000 0.0001 115,000 11,500,000 Class B ordinary shares — The Company is authorized to issue 30,000,000 0.0001 Holders are entitled to one vote for each share of Class B ordinary shares. 2,875,000 Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable share exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. The Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the unaudited condensed financial statements were issued. Based on this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On October 5, 2022, the Company filed Form 8-K with SEC, to announce the First Amendment to the previously announced Business Combination Agreement dated August 26, 2022. On October 5, 2022, the Company filed Form -S-4 with SEC with respect to the Business Combination. In connection with the filing of Form S-4, the Company’s Business Combination Period was automatically extended to January 15, 2023.	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On April 26, 2022 the amounts outstanding as of December 31, 2021 and subsequent activity through April 26, 2022, associated with due to and due from related party were repaid in full.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed 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 period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 28, 2022, and the Form S-4 filed with SEC on October 5, 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.	Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“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.
Emerging Growth Company Status	Emerging Growth Company Status 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 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.	Emerging Growth Company Status 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 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.	Use of Estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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 had cash of $ 243,991 754,893 no	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 754,893 no
Investments Held in Trust Account	Investments Held in Trust Account On September 30, 2022 and December 31, 2021, the assets held in the Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. During the three and nine months ended September 30, 2022 and the period from April 16, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2022, and December 31, 2021, are as follows: Summary of gross holding losses and fair value of held-to-maturity securities Carrying Value as of September 30, Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury Securities $ 115,803,480 $ 12,715 $ - $ 115,816,195 Carrying Value as of December 31, Gross Unrealized Gains Gross Unrealized Losses Fair Value 2021 U.S. Treasury Securities $ 115,010,543 $ 2,237 $ - $ 115,012,390	Investments Held in Trust Account At December 31, 2021, the assets held in the Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. During the period from April 16, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: Summary of gross holding losses and fair value of held-to-maturity securities Carrying Fair Value Value as of Gross Gross as of December 31, Unrealized Unrealized December 31, 2021 Gains Losses 2021 U.S. Treasury Securities $ 115,010,543 $ 2,237 $ - $ 115,012,390
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, other costs incurred through the IPO that were directly related to the IPO, and fair value in excess of consideration paid with respect to the Founder Shares sold to the anchor investors. The Company incurred offering costs amounting to $ 11,883,987 1,150,000 1,092,380 4,025,000 554,107 5,062,500 11,284,247 599,740	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, other costs incurred through the IPO that were directly related to the IPO, and fair value in excess of consideration paid with respect to the Founder Shares sold to the anchor investors. The Company incurred offering costs amounting to $ 11,883,987 1,150,000 1,092,380 4,025,000 554,107 5,062,500 11,284,247 599,740
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustments associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 14,365,000 The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. No warrants were exercised during the three and nine months ended September 30, 2022, for the period from April 16, 2021 (inception) through September 30, 2021, and the three months ended September 30, 2021. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. In connection with the underwriters exercise of their over-allotment option on October 15, 2021, 375,000 The following table reflects the calculation of basic and diluted net loss per ordinary share: Reconciliation of Net Loss per Common Share For the For the September 30, September 30, Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (537,159 ) $ (139,661 ) $ - $ (43,886 ) Denominator: Weighted-average shares outstanding 11,500,000 2,990,000 - 2,500,000 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ - $ (0.02 ) For the For the September 30, September 30, 2021 Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (724,939 ) $ (188,484 ) $ - $ (50,293 ) Denominator: Weighted-average shares outstanding 11,500,000 2,990,000 - 2,500,000 Basic and diluted net loss per share $ (0.06 ) $ (0.06 ) $ - $ (0.02 )	Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustments associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 14,365,000 The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. No warrants were exercised during the year ended December 31, 2021. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net loss per ordinary share because the redemption value approximates fair value. Reconciliation of Net Loss per Common Share For the April 16, 2021 (Inception) to December 31, Redeemable Class A Ordinary Share Net loss allocable to Redeemable Class A Ordinary Share $ (132,127 ) Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary share 3,450,000 Basic and diluted net loss per ordinary share $ (0.04 ) Non-Redeemable Class A and Class B Ordinary Share Net loss allocable to Non-Redeemable Share $ (99,164 ) Denominator: Weighted Average Non-Redeemable share Basic and diluted weighted average shares outstanding 2,589,308 Basic and diluted net loss per ordinary share $ (0.04 )
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The 11,500,000 2,865,000 All of the 11,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The Company issued to Hutton and/or its designees, 115,000 As of September 30, 2022 and December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000 ) Ordinary share issuance costs (11,284,247 ) Plus: Remeasurement adjustment of carrying value to redemption value 17,034,247 Ordinary shares subject to possible redemption at December 31, 2021 115,000,000 Plus: Accretion of carrying value to redemption value 803,480 Ordinary shares subject to possible redemption at September 30, 2022 115,803,480	Ordinary Shares Subject to Possible Redemption The 11,500,000 2,865,000 All of the 11,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The Company issued to Hutton and/or its designees, 115,000 As of December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000 ) Ordinary share issuance costs (11,284,247 ) Plus: Remeasurement adjustment of carrying value to redemption value 17,034,247 Ordinary shares subject to possible redemption $ 115,000,000
Share Based Compensation	Share Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding interest in founder shares acquired by directors of the Company at prices below fair value. The interest in acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the interest in the founder shares will be forfeited. The interest in the founder shares owned by the director (1) may not be sold or transferred, until 180 12 21	Share Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding interest in founder shares acquired by directors of the Company at prices below fair value. The interest in acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the interest in the founder shares will be forfeited. The interest in the founder shares owned by the director (1) may not be sold or transferred, until 180 12 21
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 Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
Financial Instruments	Financial Instruments The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time warrant issuance and as of each subsequent annual period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified.	Financial Instruments The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time warrant issuance and as of each subsequent annual period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including annual periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASCU No. 2020-06 upon its incorporation. The impact to the balance sheet was not material. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of gross holding losses and fair value of held-to-maturity securities	Summary of gross holding losses and fair value of held-to-maturity securities Carrying Value as of September 30, Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury Securities $ 115,803,480 $ 12,715 $ - $ 115,816,195 Carrying Value as of December 31, Gross Unrealized Gains Gross Unrealized Losses Fair Value 2021 U.S. Treasury Securities $ 115,010,543 $ 2,237 $ - $ 115,012,390	Summary of gross holding losses and fair value of held-to-maturity securities Carrying Fair Value Value as of Gross Gross as of December 31, Unrealized Unrealized December 31, 2021 Gains Losses 2021 U.S. Treasury Securities $ 115,010,543 $ 2,237 $ - $ 115,012,390
Reconciliation of Net Loss per Common Share	Reconciliation of Net Loss per Common Share For the For the September 30, September 30, Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (537,159 ) $ (139,661 ) $ - $ (43,886 ) Denominator: Weighted-average shares outstanding 11,500,000 2,990,000 - 2,500,000 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ - $ (0.02 ) For the For the September 30, September 30, 2021 Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (724,939 ) $ (188,484 ) $ - $ (50,293 ) Denominator: Weighted-average shares outstanding 11,500,000 2,990,000 - 2,500,000 Basic and diluted net loss per share $ (0.06 ) $ (0.06 ) $ - $ (0.02 )	Reconciliation of Net Loss per Common Share For the April 16, 2021 (Inception) to December 31, Redeemable Class A Ordinary Share Net loss allocable to Redeemable Class A Ordinary Share $ (132,127 ) Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary share 3,450,000 Basic and diluted net loss per ordinary share $ (0.04 ) Non-Redeemable Class A and Class B Ordinary Share Net loss allocable to Non-Redeemable Share $ (99,164 ) Denominator: Weighted Average Non-Redeemable share Basic and diluted weighted average shares outstanding 2,589,308 Basic and diluted net loss per ordinary share $ (0.04 )
Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet	Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000 ) Ordinary share issuance costs (11,284,247 ) Plus: Remeasurement adjustment of carrying value to redemption value 17,034,247 Ordinary shares subject to possible redemption at December 31, 2021 115,000,000 Plus: Accretion of carrying value to redemption value 803,480 Ordinary shares subject to possible redemption at September 30, 2022 115,803,480	Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000 ) Ordinary share issuance costs (11,284,247 ) Plus: Remeasurement adjustment of carrying value to redemption value 17,034,247 Ordinary shares subject to possible redemption $ 115,000,000

Organization, Business Operat_2

Organization, Business Operation and Going Concern (Details Narrative) - USD ($)		9 Months Ended
	Oct. 15, 2021	Sep. 30, 2022	Dec. 31, 2021	Oct. 03, 2022	May 06, 2021
Defined Benefit Plan Disclosure [Line Items]
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account		80%	80%
Condition For Future Business Combination Threshold Percentage Ownership		50%	50%
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete A Business Combination		100%	100%
Condition For Future Business Combination Threshold Net Tangible Assets		$ 5,000,001	$ 5,000,001
Cash held outside the Trust Account		243,991	754,893
Working Capital		766,960	$ 833,377
Aggregate purchase amount		35,000,000
Working capital loans outstanding		$ 0
Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Aggregate shares				5,200,000
Promissory Note With Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Unsecured promissory note from the Sponsor					$ 300,000
Anchor Investors [Member]
Defined Benefit Plan Disclosure [Line Items]
Condition on sale of Sponsor founder shares if anchor investor purchases its units allocated (in percentage)		100%	100%
Sale of shares		75,000	750,000
Anchor Investors [Member] | Founder Shares [Member]
Defined Benefit Plan Disclosure [Line Items]
Price per share		$ 0.009	$ 0.009
Sale of shares		750,000	75,000
Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Aggregate purchase price		$ 25,000	$ 25,000
Sponsor [Member] | Promissory Note With Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Unsecured promissory note from the Sponsor		$ 300,000	$ 300,000
Anchor Investor [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of shares		75,000
Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Threshold months for complete initial Business Combination if Company filed a proxy statement, registration statement or similar filing for an initial business combination			15 months
Private Placement Warrants [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of Private Placement Warrants (in shares)		2,865,000	2,865,000
Price of warrant	$ 1	$ 1	$ 1
IPO [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of Units, net of underwriting discounts (in shares)	11,500,000
Price per share	$ 10	$ 10	$ 10
Maximum allowed dissolution expenses		$ 100,000	$ 100,000
Threshold months for complete initial Business Combination		12 months	12 months
IPO [Member] | Anchor Investors [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of Units, net of underwriting discounts (in shares)		9,500,000	9,500,000
IPO [Member] | Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Threshold months for complete initial Business Combination		21 months	21 months
Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of Units, net of underwriting discounts (in shares)	1,500,000	1,500,000	1,500,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of Private Placement Warrants (in shares)	2,865,000
Price of warrant	$ 11.50

Significant Accounting Polici_4

Significant Accounting Policies (Details) - US Treasury Securities [Member] - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Carrying Value	$ 115,803,480	$ 115,010,543
Gross Unrealized Gains	12,715	2,237
Gross Unrealized Losses
Fair Value	115,816,195	115,012,390
Gross Unrealized Losses

Significant Accounting Polici_5

Significant Accounting Policies (Details 1) - USD ($)	3 Months Ended		6 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Dec. 30, 2021	Sep. 30, 2022
Redeemable Class A Ordinary Share
Allocation of net loss			$ 50,293	$ (132,127)	$ 913,423
Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary share				3,450,000
Basic and diluted net loss per ordinary share				$ (0.04)
Non-Redeemable Class A and Class B Ordinary Share
Net loss allocable to Non-Redeemable Share				$ (99,164)
Basic and diluted weighted average shares outstanding				2,589,308
Basic and diluted net loss per ordinary share				$ (0.04)
Class A Ordinary Shares Subject To Possible Redemption [Member]
Redeemable Class A Ordinary Share
Allocation of net loss	$ (537,159)				$ (724,939)
Denominator:
Weighted-average shares outstanding	11,500,000				11,500,000
Basic and diluted net loss per share	$ (0.05)				$ (0.06)
Non Redeemable Cass A And Class B Ordinary Shares [Member]
Redeemable Class A Ordinary Share
Allocation of net loss	$ (139,661)	$ (43,886)	$ (50,293)		$ (188,484)
Denominator:
Weighted-average shares outstanding	2,990,000	2,500,000	2,500,000		2,990,000
Basic and diluted net loss per share	$ (0.05)	$ (0.02)	$ (0.02)		$ (0.06)

Significant Accounting Polici_6

Significant Accounting Policies (Details 2) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
Accounting Policies [Abstract]
Gross proceeds from IPO		$ 115,000,000	$ 115,000,000
Proceeds allocated to Public Warrants		(5,750,000)	(5,750,000)
Ordinary share issuance costs		(11,284,247)	(11,284,247)
Remeasurement adjustment of carrying value to redemption value		17,034,247	17,034,247
Ordinary shares subject to possible redemption	$ 115,803,480	115,000,000	115,000,000
Ordinary shares subject to possible redemption	115,000,000
Accretion of carrying value to redemption value	803,480
Ordinary shares subject to possible redemption	$ 115,803,480	$ 115,000,000	$ 115,000,000

Significant Accounting Polici_7

Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Oct. 15, 2021
Property, Plant and Equipment [Line Items]
Cash	$ 243,991	$ 754,893
Cash equivalents	0	0
Cash FDIC insured amount	250,000	250,000
Deferred underwriting fees	4,025,000	4,025,000
Fair value in excess of consideration paid with respect to the Founder Shares sold to the anchor investor	5,062,500	5,062,500
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
Founder Shares [Member]
Property, Plant and Equipment [Line Items]
Lock Up period for shares	180 days	180 days
Public Warrants [Member]
Property, Plant and Equipment [Line Items]
Number of warrants to purchase shares issued	11,500,000	11,500,000
Private Placement Warrants [Member]
Property, Plant and Equipment [Line Items]
Number of warrants to purchase shares issued	2,865,000	2,865,000
Common Class A [Member]
Property, Plant and Equipment [Line Items]
Number of warrants to purchase shares issued	14,365,000	14,365,000
Class B Ordinary Shares [Member]
Property, Plant and Equipment [Line Items]
Forfeiture shares	375,000
IPO [Member]
Property, Plant and Equipment [Line Items]
Net proceeds from IPO	$ 11,883,987	$ 11,883,987
Underwriting commissions and fair value of representative shares	1,150,000	1,150,000
Equity Impact Of Fair Value Of Representative Shares	1,092,380	1,092,380
Offering costs	554,107	554,107
Offering costs charged to temporary equity	11,284,247	11,284,247
Offering costs charged to equity	$ 599,740	$ 599,740
Ordinary shares sold	11,500,000	11,500,000
Threshold months for complete initial Business Combination	12 months	12 months
IPO [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Threshold months for complete initial Business Combination	21 months	21 months
IPO [Member] | Public Warrants [Member]
Property, Plant and Equipment [Line Items]
Cash			$ 115,000,000
IPO [Member] | Class A Common Stock Subject to Redemption | Hutton And Or Its Designees [Member]
Property, Plant and Equipment [Line Items]
Ordinary shares sold	115,000	115,000

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)		9 Months Ended
	Oct. 15, 2021	Sep. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Conversion description		Each Unit consists of one Class A ordinary share and one redeemable warrant (the “Public Warrants”).	Each Unit consists of one Class A ordinary share and one redeemable warrant (the “Public Warrants”).
Cash		$ 243,991	$ 754,893
Threshold Period for Filling Registration Statement After Business Combination		15 days	15 days
Threshold Period For Registration Statement To Be Effective After Which Warrants Can Be Exercised On Cashless Basis		60 days	60 days
IPO [Member]
Class of Warrant or Right [Line Items]
Number of units issued	11,500,000
Price per share	$ 10	$ 10	$ 10
Number of shares issuable per warrant	950,000
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Number of units issued	11,500,000
Price per share	$ 10
Proceeds from sale of Private Placement Warrants	$ 9,500,000
Exercise price of warrants		11.50	11.50
Threshold Issue Price Of Capital Raising Purposes In Connection With Closing Of Business Combination		$ 9.20	$ 9.20
Percentage of gross proceeds on total equity proceeds		60%	60%
Threshold Trading Days For Calculating Market Value		20 days	20 days
Common Stock Equals Or Exceeds Per Shares		$ 18	$ 18
Warrants And Rights Outstanding Exercisable Term After Closing Of Initial Public Offering		12 months	12 months
Redemption price per public warrant (in dollars per share)		$ 0.01	$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days	30 days
Threshold trading days for redemption of public warrants		20 days	20 days
Public Warrants [Member] | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $9.20
Class of Warrant or Right [Line Items]
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Price		115%	115%
Public Warrants [Member] | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Adjustment of Redemption Price of Warrants or Rights, Percent, Based On Market Value And Newly Issued Price 1		180%	180%
Public Warrants [Member] | IPO [Member]
Class of Warrant or Right [Line Items]
Price per share	$ 10
Cash	$ 115,000,000

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Oct. 15, 2021
Private Placement [Member]
Class of Warrant or Right [Line Items]
Aggregate purchase price	$ 2,865,000	$ 2,865,000
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination	30 days	30 days
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued	2,865,000	2,865,000
Price of warrants	$ 1	$ 1	$ 1

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended	9 Months Ended
	Apr. 22, 2021	May 31, 2021	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Mar. 31, 2022	Oct. 18, 2021	May 06, 2021
Related Party Transaction [Line Items]
Compensation expense		$ 79,821
Due from related party					$ 50,000	$ 90,000
Promissory note outstanding					$ 0	$ 0
Working capital loans outstanding			$ 0	$ 0
Sponsor transferred shares							2,070,000
Common Class B [Member]
Related Party Transaction [Line Items]
Number of shares issued		55,000
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Fair value of share		$ 1.45
Shares issued, fair value		$ 79,821
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture	0
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days
Anchor Investors [Member]
Related Party Transaction [Line Items]
Condition on sale of Sponsor founder shares if anchor investor purchases its units allocated (in percentage)				100%	100%
Sale of shares			75,000	75,000	750,000
Anchors Investors [Member]
Related Party Transaction [Line Items]
Sale of shares			75,000	75,000
Founder Shares [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Common shares forfeited	2,875,000
Maximum shares subject to forfeiture	375,000
Founder Shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued	25,000
Common shares, par value, (per share)	$ 0.009
Founder Shares [Member] | Sponsor [Member] | Director [Member]
Related Party Transaction [Line Items]
Number of shares issued		55,000
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)	$ 12
Founder Shares [Member] | Anchor Investors [Member]
Related Party Transaction [Line Items]
Sale of shares			750,000	750,000	75,000
Price per share			$ 0.009	$ 0.009	$ 0.009
Fair value of share			6.75	$ 6.75	$ 6.75
Shares issued, fair value				$ 5,062,500	$ 5,062,500
Price of warrants per unit			$ 1	$ 1	$ 1
Probability of completing business combination				75%	75%
Promissory Note With Related Party [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note								$ 300,000
Promissory Note With Related Party [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 300,000	$ 300,000	$ 300,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,500,000	$ 1,500,000	$ 1,500,000
Price of warrant			$ 1	$ 1	$ 1
Working Capital Loan Facility [Member]
Related Party Transaction [Line Items]
Working capital loans outstanding			$ 0	$ 0	$ 0
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Due from related party			0	0	26,129
Expenses per month				10,000	$ 10,000
Expense for office space, secretarial and administrative services			$ 30,000	$ 90,000

Commitments & Contingencies (De

Commitments & Contingencies (Details Narrative) - USD ($)		9 Months Ended
	Oct. 15, 2021	Sep. 30, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Underwriting cash discount (in Percentage)		1%	1%
Deferred fee (in Percentage)		3.50%	3.50%
Deferred underwriting fee payable		$ 4,025,000	$ 4,025,000
Anchor Investors [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of shares		75,000	750,000
Hutton And Or Its Designees [Member]
Defined Benefit Plan Disclosure [Line Items]
Price of warrants per unit		$ 1	$ 0.50
Hutton And Or Its Designees [Member] | Common Class A [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of share		$ 9	$ 9
Shares issued, fair value		$ 1,092,380	$ 1,092,380
Founder Shares [Member]
Defined Benefit Plan Disclosure [Line Items]
Lock Up period for shares		180 days	180 days
Founder Shares [Member] | Anchor Investors [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of shares		750,000	75,000
Price per share		$ 0.009	$ 0.009
Fair value of share		$ 6.75	$ 6.75
Shares issued, fair value		$ 5,062,500	$ 5,062,500
Price of warrants per unit		$ 1	$ 1
Probability Of Completing Business Combination		75%	75%
Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Granted term		45 days	45 days
Number of units issued	1,500,000	1,500,000	1,500,000
IPO [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of units issued	11,500,000
Price per share	$ 10	$ 10	$ 10
IPO [Member] | Anchor Investors [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of units issued		9,500,000	9,500,000
IPO [Member] | Hutton And Or Its Designees [Member] | Class A Common Stock Subject to Redemption
Defined Benefit Plan Disclosure [Line Items]
Number of units issued			115,000
Proceeds from units issued		1,150,000
Number of units issued		115,000

Shareholders_ Deficit (Details

Shareholders’ Deficit (Details Narrative) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Apr. 22, 2021
Class of Stock [Line Items]
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0
voting rights	Holders are entitled to one vote for each share of Class B ordinary shares.	Holders are entitled to one vote for each share of Class B ordinary shares.
Aggregated shares issued upon converted basis (in percent)	20%
Common Class A [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	300,000,000	300,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	115,000	115,000
Common shares, shares outstanding (in shares)	115,000	115,000
Common Stock Subject To Redemption [Member]
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)	11,500,000	11,500,000
Class A common stock subject to possible redemption, outstanding (in shares)	11,500,000	11,500,000
Common Class B [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	30,000,000	30,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	2,875,000	2,875,000
Common shares, shares outstanding (in shares)	2,875,000	2,875,000