Welsbach Technology Metals Acquisition (WTMA) S-4/A 22 Dec 22 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2022
Document Information Line Items
Entity Registrant Name	Welsbach Technology Metals Acquisition Corp.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT No. 1
Entity Central Index Key	0001866226
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 436,356	$ 1,200,956
Prepaid expenses and other assets	12,417	332,633
Total current assets	448,773	1,533,589
Investment held in Trust Account	78,510,772	75,000,011
TOTAL ASSETS	78,959,545	76,533,600
CURRENT LIABILITIES
Accounts payable	727,668
Due to affiliates	199,163	79,673
Franchise tax payable	131,392	60,750
Income taxes payable	52,582
Convertible promissory note – related party	772,769
Total current liabilities	1,883,574	140,423
Deferred underwriting fee payable	2,704,690	2,625,000
TOTAL LIABILITIES	4,588,264	2,765,423
COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE COMMON STOCK
Common Stock subject to possible redemption, $0.0001 par value, 7,727,686 and 7,500,000 shares at redemption value of $10.00 per share at September 30, 2022, and December 31, 2021, respectively	78,260,036	75,000,000
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2022, and December 31, 2021.
Common stock; $0.0001 par value; 100,000,000 shares authorized; 2,283,976 and 2,503,750 shares issued and outstanding at September 30, 2022, and December 31, 2021, respectively	228	250
Additional paid-in capital
Accumulated deficit	(3,888,983)	(1,232,073)
Total stockholders’ deficit	(3,888,755)	(1,231,823)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT	$ 78,959,545	$ 76,533,600

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to shares at redemption	7,727,686	7,500,000
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10	$ 10
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,283,976	2,503,750
Common stock, shares outstanding	2,283,976	2,503,750

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		4 Months Ended	7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Sep. 30, 2022
OPERATING EXPENSES
General and administrative	$ 1,062,557	$ 30	$ 1,030	$ 7,865	$ 1,852,616
Franchise tax	50,000			60,750	150,000
Loss from operations	1,112,557	30	1,030	68,615	2,002,616
Other income:
Interest income from investments held in Trust Account	349,006			11	461,130
Total other income				11
Other income	349,006				461,130
Loss before provision for income taxes	(763,551)	(30)	(1,030)		(1,541,486)
Provision for income taxes	(52,582)				(52,582)
Net loss	$ (816,133)	$ (30)	$ (1,030)	$ (68,604)	$ (1,594,068)
Common stock
Other income:
Weighted average shares outstanding of Common stock (in Shares)				1,785,218
Basic and diluted net income per share, Common stock (in Dollars per share)				$ (0.04)
Redemption feature
Other income:
Weighted average shares outstanding of Common stock (in Shares)	7,727,686				7,716,804
Basic and diluted net income per share, Common stock (in Dollars per share)	$ (0.08)				$ (0.16)
No redemption feature
Other income:
Weighted average shares outstanding of Common stock (in Shares)	2,227,054	1,437,500	1,437,500		2,013,230
Basic and diluted net income per share, Common stock (in Dollars per share)	$ (0.08)	$ 0	$ 0		$ (0.16)

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		4 Months Ended	7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Sep. 30, 2022
Common stock
Weighted average shares outstanding of common stock				1,785,218
Basic and diluted net income per share, Common stock				$ (0.04)
Redemption feature
Weighted average shares outstanding of common stock	7,727,686				7,716,804
Basic and diluted net income per share, Common stock	$ (0.02)				$ (0.16)
No redemption feature
Weighted average shares outstanding of common stock	2,227,054	1,437,500	1,437,500		2,013,230
Basic and diluted net income per share, Common stock	$ (0.08)	$ 0	$ 0		$ (0.16)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Common Stock	Additional paid-in capital	Accumulated deficit	Common Stock One	Total
Balance at May. 26, 2021
Balance (in Shares) at May. 26, 2021
Issuance of common stock to Sponsor	$ 144	24,856			25,000
Issuance of common stock to Sponsor (in Shares)	1,437,500
Net loss			(1,000)		(1,000)
Balance at Jun. 30, 2021	$ 144	24,856	(1,000)		24,000
Balance (in Shares) at Jun. 30, 2021	1,437,500
Balance at May. 26, 2021
Balance (in Shares) at May. 26, 2021
Issuance of common stock to Sponsor	$ 216	24,784			25,000
Issuance of common stock to Sponsor (in Shares)	2,156,250
Sale of Private Units to insiders	$ 34	3,474,965		35	3,475,000
Sale of Private Units to insiders (in Shares)	347,500
Proceeds from the exercise of over-allotment option allocated to public rights (net of offering costs)		2,392,261			2,392,261
Accretion for redeemable common stock to redemption value		(5,892,011)	(1,163,469)		(7,055,480)
Net loss			(68,604)		(68,604)
Balance at Dec. 31, 2021	$ 250		(1,232,073)	35	(1,231,823)
Balance (in Shares) at Dec. 31, 2021	2,503,750
Balance at Jun. 30, 2021	$ 144	24,856	(1,000)		24,000
Balance (in Shares) at Jun. 30, 2021	1,437,500
Net loss			(30)		(30)
Balance at Sep. 30, 2021	$ 144	24,856	(1,030)		23,970
Balance (in Shares) at Sep. 30, 2021	1,437,500
Balance at Dec. 31, 2021	$ 250		(1,232,073)	$ 35	(1,231,823)
Balance (in Shares) at Dec. 31, 2021	2,503,750
Sale of private placement units to the sponsor		45,540			45,540
Sale of private placement units to the sponsor (in Shares)	4,554
Proceeds from the exercise of over-allotment option allocated to public rights (net of offering costs)		73,142			73,142
Forfeiture of shares by Sponsor to the extent the over-allotment option was not exercised in full	$ (22)	22
Forfeiture of shares by Sponsor to the extent the over-allotment option was not exercised in full (in Shares)	(224,328)
Accretion for redeemable common stock to redemption value		(118,704)	(79,666)		(198,370)
Net loss			(569,282)		(569,282)
Balance at Mar. 31, 2022	$ 228		(1,881,021)		(1,880,793)
Balance (in Shares) at Mar. 31, 2022	2,283,976
Net loss			(208,653)		(208,653)
Balance at Jun. 30, 2022	$ 228		(2,089,674)		(2,089,446)
Balance (in Shares) at Jun. 30, 2022	2,283,976
Accretion for redeemable common stock to redemption value			(983,176)		(983,176)
Net loss			(816,133)		(816,133)
Balance at Sep. 30, 2022	$ 228		$ (3,888,983)		$ (3,888,755)
Balance (in Shares) at Sep. 30, 2022	2,283,976

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited)	4 Months Ended	7 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2022 USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,030)	$ (68,604)	$ (1,594,068)
Adjustments to reconcile net loss to net cash used in operating activities:
Income on investments held in Trust Account		(11)	(461,133)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(332,633)	320,216
Due to affiliates		79,673	119,490
Accounts payable	1,000		727,668
Franchise tax payable		60,750	70,642
Income taxes payable			52,582
Net cash used in operating activities	(30)	(260,825)	(764,603)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited to Trust Account		(75,000,000)	(3,049,628)
Net cash used in investing activities		(75,000,000)	(3,049,628)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of over-allotment option			2,276,860
Proceeds from Initial public offering		73,500,000
Proceeds from sale of private units		3,475,000
Proceeds from sale of private units to sponsor		25,000	45,540
Payment of offering costs		(538,219)	(45,538)
Proceeds from convertible promissory note – related party			772,769
Proceeds from notes payable – related party	25,100
Net cash provided by financing activities	25,100	76,461,781	3,049,631
NET CHANGE IN CASH	25,070	1,200,956	(764,600)
CASH, BEGINNING OF PERIOD			1,200,956
CASH, END OF PERIOD	25,070	1,200,956	436,356
Supplemental disclosure on noncash activities:
Initial value of Class A common stock subject to possible redemption		75,000,000
Deferred underwriting commission payable		2,625,000	79,690
Accretion for redeemable common stock to redemption value		$ 7,121,726
Deferred offering costs paid by note payable – related party	62,500
Deferred offering cost paid by the Sponsor in exchange for the issuance of common stock	$ 25,000

Description of Organization and

Description of Organization and Business Operations and Liquidity	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Description of Organization and Business Operations and Liquidity [Abstract]
Description of Organization and Business Operations and Liquidity	Note 1 — Description of Organization and Business Operations and Liquidity Welsbach Technology Metals Acquisition Corp. (the “Company”) was incorporated in Delaware on May 27, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective 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 Simultaneously with the closing of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”) generating gross proceeds of $3,745,000 which is described in Note 4. The Company granted the underwriters a 45 -day -allotment -allotment Upon the closing of the Over -allotment -allotment -allotment Offering costs for the IPO and underwriters’ partial exercise of the over -allotment Following the closing of the IPO, $75,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10 -S99 -20 -10-S99 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by September 30, 2022, 9 months, or up to 15 months as the Sponsor or its affiliates or designees may, but are not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months, provided that, pursuant to the terms of the Company’s Certificate of Incorporation and the trust agreement, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, deposit into the Trust Account $862,500 ($0.10 per share in either case, or an aggregate of $1,500,000 (or up to $1,725,000 if the over -allotment -share The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its business combination marketing agreement fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID -19 -19 -19 Liquidity and Capital Resources As of December 30, 2021, the Company had a cash balance of $1,200,956 and a working capital surplus of $1,393,166. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company has no revenue, and its business plan is dependent on the completion of a Business Combination within the Combination Period. If the Company is unable to compete a Business Combination within the Combination Period, it must liquidate. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. If the Company’s estimates of the costs of identifying a target business, undertaking in -depth These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statement is issued. The financial statement does not include any adjustments that might result from its inability to consummate a Business Combination or its inability to continue as a going concern.	Note 1 — Description of Organization and Business Operations and Liquidity Welsbach Technology Metals Acquisition Corp. (the “Company”) was incorporated in Delaware on May 27, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective 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 Simultaneously with the closing of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”) generating gross proceeds of $3,475,000, which is described in Note 4. The Company granted the underwriters a 45 -day -allotment -allotment -allotment Upon the closing of the Over -allotment -allotment -allotment Offering costs for the IPO and underwriters’ partial exercise of the over -allotment Following the closing of the IPO, $75,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10 -S99 -20 -10-S99 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by September 30, 2022, 9 months following the consummation of the Company’s IPO, or 12 or 15 months following the IPO if the deadline is extended, as the Sponsor or its affiliates or designees may, but are not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months, provided that, pursuant to the terms of the Company’s Certificate of Incorporation and the trust agreement, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, deposit into the Trust Account $862,500 ($0.10 per share in either case, or an aggregate of $1,500,000 (or up to $1,725,000 if the over -allotment -share The period of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been extended (the “Extension”) for a period of 3 months from September 30, 2022 to December 30, 2022 upon the deposit of $ $772,769 into the Trust Account on September 27, 2022 in accordance with the Company’s amended and restated certificate of incorporation. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Risks and Uncertainties Management continues to evaluate the impacts of the COVID -19 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Going Concern, Liquidity and Capital Resources As of September 30, 2022, the Company had a cash balance of $436,356 and a working capital deficit of $1,434,801. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company has no revenue, and its business plan is dependent on the completion of a Business Combination within the Combination Period. If the Company is unable to compete a Business Combination within the Combination Period, it must liquidate. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. If the Company’s estimates of the costs of identifying a target business, undertaking in -depth These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial statements do not include any adjustments that might result from its inability to consummate a Business Combination or its inability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Description of Organization and Business Operations and Liquidity [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the IPO and overallotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218 which was charged against additional paid -in -in Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from May 27, 2021 (date of inception) to December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period May 27, 2021 (inception) through December 31, 2021. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on December 31, 2021, 7,500,000 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid -in As of December 31, 2021, the shares of common stock reflected on the balance sheet are reconciled on the following table: Gross proceeds $ 75,000,000 Less: Fair value of Public Rights at issuance (2,550,000 ) Public Shares issuance costs (4,505,480 ) Plus: Accretion of carrying value to redemption value 7,055,480 Common stock subject to possible redemption $ 75,000,000 Net Loss per Common Share The Company has class of shares, which are referred to as Common Stock (the “Founder Shares”). At December 31, 2021, no Public Units or Private Placement Units have been exercised. As a result, diluted net income per common stock is the same as basic net income per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. Basic and diluted net loss per share: For the period Numerator: Allocation of net loss, including accretion of temporary equity $ (68,604 ) Denominator: Weighted average shares outstanding 1,785,218 Basic and diluted net loss per share $ (0.04 ) Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the 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 periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the IPO and over-allotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218, which was charged against additional paid -in -allotment -in Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of September 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 6.89% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 3.41% and 0.00% for the nine months ended September 30, 2022 and for the period from May 27, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended September 30, 2022 and 2021 and for the nine months ended September 30, 2022 and for the period from May 27, 2021 (inception) through September 30, 2021, primarily due to the valuation allowance on the deferred tax assets . ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on September 30, 2022, 7,727,686 Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid -in The shares of common stock reflected on the balance sheet are reconciled on the following table: September 30, December 31, Gross proceeds $ 77,276,860 $ 75,000,000 Less: Fair value of Public Rights at issuance (2,627,413 ) (2,550,000 ) Public shares issuance costs (4,626,437 ) (4,505,480 ) Plus: Accretion of carrying value to redemption value 8,237,026 7,055,480 Redeemable ordinary shares subject to possible redemption $ 78,260,036 $ 75,000,000 Net Loss per Common Share The Company computes earnings (loss) per share in accordance with ASC 260 -10-45 Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti -dilutive -dilutive Three Months Three Months Nine Months For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (633,549 ) $ (182,584 ) $ — $ (30 ) $ (1,264,241 ) $ (329,827 ) $ — $ (1,030 ) Denominator: Basic and diluted weighted average shares outstanding 7,727,686 2,227,054 — 1,437,500 7,716,804 2,013,230 — 1,437,500 Basic and diluted net loss per common share $ (0.08 ) $ (0.08 ) $ — $ 0.00 $ (0.16 ) $ (0.16 ) $ — $ 0.00 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements for the nine months period ended September 30, 2022.

Initial Public Offering and Ove

Initial Public Offering and Over-Allotment	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Regulated Operations [Abstract]
Initial Public Offering and Over-Allotment	Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 7,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one right to receive one -tenth The Company granted the underwriters a 45 -day -allotment -allotment	Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 7,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one right to receive one -tenth The Company granted the underwriters a 45 -day -allotment -allotment

Private Placement

Private Placement	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement On December 27, 2021, simultaneously with the consummation of the IPO the Company consummated the issuance and sale (“Private Placement”) of 347,500 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,475,000. Each Private Placement Unit consists of one share of common stock and one right to receive one -tenth On January 14, 2021, the Company consummated the sale of an additional 22,500 Private Placement Units, at $10.00 per Private Placement Unit for an aggregate purchase price of $45,540. A portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will be worthless.	Note 4 — Private Placement On December 27, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 347,500 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,475,000. Each Private Placement Unit consists of one share of common stock and one right to receive one -tenth On January 14, 2022, the Company consummated the sale of an additional 4,554 Private Placement Units, at $10.00 per Private Placement Unit for an aggregate purchase price of $45,540. A portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will be worthless.

Related Party Transactions

Related Party Transactions	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On June 25, 2021, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 for an aggregate price of $25,000. On October 13, 2021, the Company effected an exchange of each such Class B shares for 1.5 shares of the Company’s common stock, resulting in our Sponsor holding an aggregate of 2,156,250 Founder Shares. The Company no longer has Class B stock. The Initial Stockholders have agreed to forfeit up to 281,250 Founder Shares to the extent that the over -allotment The Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination and (ii) the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading Promissory Note — Related Party On June 25, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non -interest Due to Affiliates On December 31, 2021, the Sponsor funded $79,673 in excess of $3,475,000 aggregate purchase price of the Private Placement Units. This amount will be repaid from Company’s operating account as soon as practicable. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, 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 a Business Combination, the Company would repay the Working Capital. Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. As of December 31, 2021, there were no Working Capital Loans outstanding. Support Services The Company intends to pay the Sponsor a fee of approximately $10,000 per month following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation for the use of office space and administrative support services. As of December 31, 2021, no amounts have been paid under this arrangement. The Company intends to pay an entity affiliated with its Chief Financial Officer approximately $6,500 per quarter for accounting services following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation. As of December 31, 2021, no amount has been paid under this arrangement.	Note 5 — Related Party Transactions Founder Shares On June 25, 2021, the Sponsor purchased 1,437,500 -allotment -allotment The Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination and (ii) the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading Promissory Note — Related Party On June 25, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non -interest Due to Affiliates On December 31, 2021, the Sponsor funded $79,673 in excess of $3,475,000 aggregate purchase price of the Private Placement Units. On January 14, 2022, the Sponsor funded $179,463 in excess of the $45,540 aggregate purchase price of the Private Placement Units sold in conjunction with the exercise of the over -allotment Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, 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 a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. As of September 30, 2022, there were no Working Capital Loans outstanding. Convertible Promissory Note — Related Party On September 30, 2022, the Company issued a promissory note in the principal amount of $772,769 to the Sponsor in connection with the Extension (Note 1) (“Promissory Note”). The Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s business combination into additional private units at a price of $10.00 per unit (the “Conversion”). As of September 30, 2022, there was a $772,769 balance outstanding under the Promissory Note. Support Services Commencing on December 27, 2021, the Company entered into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative support services. The sponsor agreed to waive such fees for the months of April, May, June and September 2022, and as such, the Company has recorded no administrative service fees for those months. For the three and nine months ended September 30, 2022, $20,000 and $50,000 has been expensed related to the agreement. Commencing on December 27, 2021, the Company entered into an agreement to pay an entity affiliated with its Chief Financial Officer approximately $6,500 per quarter for accounting services. For the three and nine months ended September 30, 2022, $6,500 and $19,500 has been incurred under this agreement.

Commitments and Contingencies

Commitments and Contingencies	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments The underwriters were paid a cash underwriting discount of $0.20 per Unit on the offering not including the Units issued with the underwriter’s exercise of their over -allotment	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters were paid a cash underwriting fee of $0.20 per Unit, or $1,545,537 in the aggregate. In addition, $0.35 per Unit, or $2,704,690 in the aggregate will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting Agreement.

Stockholders_ Deficit

Stockholders’ Deficit	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 7 — Stockholders’ Equity Recapitalization Common stock Preferred Stock Rights -tenth -business -tenth The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination.	Note 7 — Stockholders’ Deficit Recapitalization — Common stock

Fair Value Measurements

Fair Value Measurements	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2021, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Quoted Prices in Significant Other Significant Other Assets: Cash, and U.S. Treasury Securities 1 $ 75,000,011 — —	Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2022 (unaudited) and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, 2022 Quoted Significant Significant Assets: Cash and U.S. Treasury Securities $ 78,510,772 — — December 31, 2021 Quoted Significant Significant Other Assets: Cash and U.S. Treasury Securities $ 75,000,011 — —

Subsequent Events

Subsequent Events	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company has evaluated subsequent events through the date these financial statements were available for issuance and determined that there were no subsequent events that would require adjustment or disclosure. On January 14, 2022, the underwriters partially exercised the Over -allotment -allotment -allotment -in -allotment (2) All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes beginning on F -1 (3) We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected on the SEC website at www.sec.gov	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 19, 2022, the Company formed WTMA Merger Subsidiary Corp., as a direct and wholly owned subsidiary of the Company incorporated in Delaware to be the Merger Sub under the Merger Agreement entered into by the Company on October 31, 2022. Merger Agreement On October 31, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, WTMA Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company ( “Merger Sub”), and WaveTech Group, Inc., a Delaware corporation ( “WaveTech” or the “Target”). The Merger & Consideration The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”): (i) (ii) (iii) -money (iv) Registration Rights Agreement At the closing of the Business Combination, the Sponsor and certain other investors party thereto (collectively, the “Holders”) will enter into a registration rights agreement (the “Registration Rights Agreement”) with the Company, pursuant to which, among other things, (i) the Company’s existing registrant rights agreement will be terminated, (ii) the Company will file with the SEC a registration statement on Form S -1 -back The foregoing summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of the Registration Rights Agreement, a copy was filed as Exhibit 10.1 to the Current Report on Form 8 -K Sponsor Support and Lock-up Agreement On October 31, 2022, the Company and WaveTech entered into a Sponsor Support and Lock -up -up -up Under the Sponsor Support and Lock -up -4 -up The foregoing summary of the Sponsor Support and Lock -up -up -K Shareholder Support and Lock-up Agreement On October 31, 2022, the Company and the Sponsor entered into a Shareholder Support and Lock -up -up -up Under the Shareholder Support and Lock -up -4 The foregoing summary of the Shareholder Support and Lock -up -up -K

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Description of Organization and Business Operations and Liquidity [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.	Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the 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 periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and cash equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
Investments Held in Trust Account	Investments Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.	Investments Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs associated with the IPO and over-allotment	Offering Costs associated with the IPO and overallotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218 which was charged against additional paid -in -in	Offering Costs associated with the IPO and over-allotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218, which was charged against additional paid -in -allotment -in
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of September 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
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 the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from May 27, 2021 (date of inception) to December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period May 27, 2021 (inception) through December 31, 2021.	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 6.89% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 3.41% and 0.00% for the nine months ended September 30, 2022 and for the period from May 27, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended September 30, 2022 and 2021 and for the nine months ended September 30, 2022 and for the period from May 27, 2021 (inception) through September 30, 2021, primarily due to the valuation allowance on the deferred tax assets . ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on December 31, 2021, 7,500,000 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid -in As of December 31, 2021, the shares of common stock reflected on the balance sheet are reconciled on the following table: Gross proceeds $ 75,000,000 Less: Fair value of Public Rights at issuance (2,550,000 ) Public Shares issuance costs (4,505,480 ) Plus: Accretion of carrying value to redemption value 7,055,480 Common stock subject to possible redemption $ 75,000,000	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on September 30, 2022, 7,727,686 Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid -in The shares of common stock reflected on the balance sheet are reconciled on the following table: September 30, December 31, Gross proceeds $ 77,276,860 $ 75,000,000 Less: Fair value of Public Rights at issuance (2,627,413 ) (2,550,000 ) Public shares issuance costs (4,626,437 ) (4,505,480 ) Plus: Accretion of carrying value to redemption value 8,237,026 7,055,480 Redeemable ordinary shares subject to possible redemption $ 78,260,036 $ 75,000,000
Net Loss Per Common Share	Net Loss per Common Share The Company has class of shares, which are referred to as Common Stock (the “Founder Shares”). At December 31, 2021, no Public Units or Private Placement Units have been exercised. As a result, diluted net income per common stock is the same as basic net income per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. Basic and diluted net loss per share: For the period Numerator: Allocation of net loss, including accretion of temporary equity $ (68,604 ) Denominator: Weighted average shares outstanding 1,785,218 Basic and diluted net loss per share $ (0.04 )	Net Loss per Common Share The Company computes earnings (loss) per share in accordance with ASC 260 -10-45 Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti -dilutive -dilutive Three Months Three Months Nine Months For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (633,549 ) $ (182,584 ) $ — $ (30 ) $ (1,264,241 ) $ (329,827 ) $ — $ (1,030 ) Denominator: Basic and diluted weighted average shares outstanding 7,727,686 2,227,054 — 1,437,500 7,716,804 2,013,230 — 1,437,500 Basic and diluted net loss per common share $ (0.08 ) $ (0.08 ) $ — $ 0.00 $ (0.16 ) $ (0.16 ) $ — $ 0.00
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements for the nine months period ended September 30, 2022.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Description of Organization and Business Operations and Liquidity [Abstract]
Schedule of common stock reflected on the balance sheet	Gross proceeds $ 75,000,000 Less: Fair value of Public Rights at issuance (2,550,000 ) Public Shares issuance costs (4,505,480 ) Plus: Accretion of carrying value to redemption value 7,055,480 Common stock subject to possible redemption $ 75,000,000	September 30, December 31, Gross proceeds $ 77,276,860 $ 75,000,000 Less: Fair value of Public Rights at issuance (2,627,413 ) (2,550,000 ) Public shares issuance costs (4,626,437 ) (4,505,480 ) Plus: Accretion of carrying value to redemption value 8,237,026 7,055,480 Redeemable ordinary shares subject to possible redemption $ 78,260,036 $ 75,000,000
Schedule of basic and diluted net income (loss) per common share	Basic and diluted net loss per share: For the period Numerator: Allocation of net loss, including accretion of temporary equity $ (68,604 ) Denominator: Weighted average shares outstanding 1,785,218 Basic and diluted net loss per share $ (0.04 )	Three Months Three Months Nine Months For the Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (633,549 ) $ (182,584 ) $ — $ (30 ) $ (1,264,241 ) $ (329,827 ) $ — $ (1,030 ) Denominator: Basic and diluted weighted average shares outstanding 7,727,686 2,227,054 — 1,437,500 7,716,804 2,013,230 — 1,437,500 Basic and diluted net loss per common share $ (0.08 ) $ (0.08 ) $ — $ 0.00 $ (0.16 ) $ (0.16 ) $ — $ 0.00

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of liabilities measured at fair value on a recurring basis	Level Quoted Prices in Significant Other Significant Other Assets: Cash, and U.S. Treasury Securities 1 $ 75,000,011 — —	Quoted Significant Significant Assets: Cash and U.S. Treasury Securities $ 78,510,772 — — Quoted Significant Significant Other Assets: Cash and U.S. Treasury Securities $ 75,000,011 — —

Description of Organization a_2

Description of Organization and Business Operations and Liquidity (Details) - USD ($)			4 Months Ended	7 Months Ended	9 Months Ended
	Jan. 14, 2022	Dec. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Sep. 30, 2022	Sep. 27, 2022
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Shares issued (in Shares)				347,500	347,500
Generating gross proceeds		$ 75,000,000
Private placement units (in Dollars per share)					$ 10
Purchase of shares (in Shares)				1,125,000	1,125,000
Net proceeds				$ 75,000,000	$ 77,276,860
Underwriting fees				$ 2,625,000	79,690
Deferred underwriting fee payable			$ 25,000
Percentage of outstanding				50%	50%
Net tangible assets				$ 5,000,001	$ 5,000,001
Common stock percentage				20%	20%
Company’s obligation to redeem				100%	100%
Dissolution expenses				$ 100,000	$ 100,000
Deposit						$ 772,769
Public price (in Dollars per share)				$ 10
Operating cost				$ 1,200,956
Working capital amount				$ 1,393,166
Financial term				1 year
Lease term				1 year
Common Stock [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Purchase of shares (in Shares)	224,328
IPO [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Shares issued (in Shares)		7,500,000
Share price (in Dollars per share)				$ 10	$ 10
Private placement units (in Dollars per share)				$ 10	$ 10
Net proceeds	$ 77,276,860
Offering cost				$ 4,788,445	$ 4,788,445
Underwriting fees				1,545,537	1,545,537
Deferred underwriting fee payable				2,704,690	2,704,690
Other cost				538,218	538,218
Sale of net proceeds				75,000,000	75,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Generating gross proceeds	$ 2,276,860
Purchase of shares (in Shares)	227,686
Aggregate amount				1,725,000	1,725,000
Private Placement [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Share price (in Dollars per share)	$ 10
Generating gross proceeds	$ 45,540
Purchase of shares (in Shares)	4,554
Sponsor [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Generating gross proceeds				3,745,000	3,475,000
Business Combination [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Deferred underwriting fee payable				$ 2,704,690	$ 2,704,690
Percentage of aggregate fair market value				80%	80%
Deposit amount				$ 862,500	$ 862,500
Share price (in Dollars per share)				$ 0.1	$ 0.1
Aggregate amount				$ 1,500,000	$ 1,500,000
Trust account shares (in Dollars per share)				$ 10
Business Combination [Member] | IPO [Member]
Description of Organization and Business Operations and Liquidity (Details) [Line Items]
Share price (in Dollars per share)		$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)				3 Months Ended		4 Months Ended	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Dec. 30, 2021	Jan. 01, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Sep. 30, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Effective Income Tax Rate				6.89%	0%	0%		3.41%
Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	7,500,000	7,500,000					7,500,000	7,727,686
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs							$ 4,663,218	$ 4,663,218
Over-Allotment Option [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs								$ 125,227
Subsequent Event [Member] | Over-Allotment Option [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs			$ 125,227

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected on the balance sheet - USD ($)	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Schedule Of Common Stock Reflected On The Balance Sheet Abstract
Gross proceeds	$ 75,000,000	$ 77,276,860
Less:
Fair value of Public Rights at issuance	(2,550,000)	(2,627,413)
Public shares issuance costs	(4,505,480)	(4,626,437)
Plus: Accretion of carrying value to redemption value	7,055,480	8,237,026
Redeemable ordinary shares subject to possible redemption	$ 75,000,000	$ 78,260,036

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A [Member]
Numerator:
Allocation of net loss	$ (633,549)			$ (1,264,241)
Denominator:
Basic and diluted weighted average shares outstanding	7,727,686			7,716,804
Basic and diluted net loss per common share	$ (0.08)			$ (0.16)
Class B [Member]
Numerator:
Allocation of net loss	$ (182,584)	$ (30)	$ (1,030)	$ (329,827)
Denominator:
Basic and diluted weighted average shares outstanding	2,227,054	1,437,500	1,437,500	2,013,230
Basic and diluted net loss per common share	$ (0.08)	$ 0	$ 0	$ (0.16)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) - $ / shares	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Class A [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	7,727,686			7,716,804
Diluted net loss per common share	$ (0.08)			$ (0.16)
Class B [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	2,227,054	1,437,500	1,437,500	2,013,230
Diluted net loss per common share	$ (0.08)	$ 0	$ 0	$ (0.16)

Initial Public Offering and O_2

Initial Public Offering and Over-Allotment (Details) - $ / shares		7 Months Ended	9 Months Ended
	Jan. 14, 2022	Dec. 31, 2021	Sep. 30, 2022
Initial Public Offering and Over-Allotment (Details) [Line Items]
Sold unit shares		7,500,000	7,500,000
Price per unit (in Dollars per share)		$ 10	$ 10
Initial public offering and over allotment description		Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination.	Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination (each, a “Public Right”).
Over-Allotment Option [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Units of stock		1,125,000	1,125,000
Additional Units	227,686

Private Placement (Details)

Private Placement (Details) - USD ($)			1 Months Ended
	Jan. 14, 2022	Jan. 14, 2021	Dec. 27, 2021
Private Placement (Details) [Line Items]
Private placement description			On December 27, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 347,500 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,475,000. Each Private Placement Unit consists of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock upon consummation of a Business Combination.
Aggregate purchase price	$ 45,540	$ 45,540
Private Placement [Member]
Private Placement (Details) [Line Items]
Sale of additional shares	4,554	22,500
Price per share	$ 10	$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended			3 Months Ended	7 Months Ended	9 Months Ended
	Jan. 14, 2022	Oct. 13, 2021	Dec. 31, 2021	Dec. 27, 2021	Jun. 25, 2021	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2022	Dec. 30, 2021
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)			347,500			347,500	347,500	347,500
Common stock par value (in Dollars per share)			$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001
Aggregate price							$ 3,475,000
Sponsor shares (in Shares)	224,328				224,328
Limited exceptions percentage							50%	50%
Aggregate purchase price	$ 259,136
Amount paid						$ 129,573		$ 129,573
Amount repaid						$ 199,163		199,163
Working capital loans								$ 1,500,000
Price per share (in Dollars per share)			$ 10			$ 10	$ 10	$ 10
Principal amount								$ 772,769
Business combination into additional private units								10
Balance outstanding promisorry note								772,769
Expensed related to the agreement						$ 20,000		50,000
Incurred agreement						$ 6,500		$ 19,500
IPO [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)									7,500,000
Aggregate units					$ 300,000
Sponsor fees				$ 10,000			$ 10,000
Private Placement Units [Member]
Related Party Transactions (Details) [Line Items]
Sponsor funded	179,463		$ 79,673				79,673
Aggregate purchase price	$ 45,540		$ 3,475,000				$ 3,475,000
Price per share (in Dollars per share)			$ 10			$ 10	$ 10	$ 10
Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Shares of our common stock (in Shares)		1.5					1.5
Chief Financial Officer [Member]
Related Party Transactions (Details) [Line Items]
Entity affiliated			$ 6,500	$ 6,500			$ 6,500
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)		2,156,250
Aggregate price					$ 25,000
Founder Shares [Member] | Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)		281,250
Founder Shares [Member] | Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)					1,437,500
Common stock par value (in Dollars per share)					$ 0.0001
Founder Shares [Member] | Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Common stock share (in Dollars per share)			$ 12.5			$ 12.5	$ 12.5	$ 12.5
Initial business combination percentage			50%			50%	50%	50%

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		7 Months Ended	9 Months Ended
	Jan. 14, 2022	Dec. 31, 2021	Sep. 30, 2022
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares)			1,125,000
Closing amount		$ 2,625,000	$ 1,545,537
Additional gross proceeds	$ 2,276,860
Underwriting commissions per unit (in Dollars per share)		$ 0.35	$ 0.35
Deferred underwriting payable			$ 2,704,690
Deferred fee		$ 2,625,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares)	227,686	1,125,000
Closing amount	$ 10	$ 1,500,000
Underwriting commissions per unit (in Dollars per share)		$ 0.2	$ 0.2

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - USD ($)			7 Months Ended	9 Months Ended
	Dec. 31, 2021	Dec. 30, 2021	Dec. 31, 2021	Sep. 30, 2022	Oct. 13, 2021	Jun. 25, 2021
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	100,000,000		100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	100,000,000		100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001	$ 0.0001
Shares outstanding	2,503,750	2,503,750	2,503,750	2,283,976
Common stock subject to possible redemption	7,500,000	7,500,000	7,500,000	7,727,686
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Sponsor shares					1.5	1,437,500
Aggregate purchase price (in Dollars)						$ 25,000
Aggregate of founder shares (in Dollars)					$ 2,156,250

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of liabilities measured at fair value on a recurring basis - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Cash and U.S. Treasury Securities	$ 78,510,772	$ 75,000,011
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash and U.S. Treasury Securities
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Cash and U.S. Treasury Securities

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)		1 Months Ended
	Jan. 14, 2022	Oct. 31, 2022
Subsequent Events (Details) [Line Items]
Pre-money enterprise valuation (in Dollars)		$ 150,000,000
Price per share		$ 10
Subject to adjustment, per share		12.5
Additional offering cost (in Dollars)	$ 125,227
Over-Allotment Option [Member]
Subsequent Events (Details) [Line Items]
Additional units (in Shares)	227,686
Gross proceeds (in Dollars)	$ 2,276,860
Founder shares (in Shares)	224,328
Private Placement [Member]
Subsequent Events (Details) [Line Items]
Additional units (in Shares)	4,554
Gross proceeds (in Dollars)	$ 45,540
Additional units price per share	$ 10
Series A Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Preferred stock, per share		0.01
WaveTech Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, par value		0.01
WTMA Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, par value		0.0001
Sponsor Support and Lock-up Agreement [Member]
Subsequent Events (Details) [Line Items]
Subject to adjustment, per share		$ 12.5

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected on the balance sheet - USD ($)	7 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Schedule Of Common Stock Reflected On The Balance Sheet Abstract
Gross proceeds	$ 75,000,000
Less:
Fair value of Public Rights at issuance	(2,550,000)	$ (2,627,413)
Public Shares issuance costs	(4,505,480)	(4,626,437)
Plus:
Accretion of carrying value to redemption value	7,055,480	8,237,026
Common stock subject to possible redemption	$ 75,000,000	$ 78,260,036

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - Redeemable [Member]	7 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Numerator:
Allocation of net loss, including accretion of temporary equity | $	$ (68,604)
Denominator:
Weighted average shares outstanding | shares	1,785,218
Basic and diluted net loss per share | $ / shares	$ (0.04)

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of liabilities measured at fair value on a recurring basis - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Cash, and U.S. Treasury Securities	$ 78,510,772	$ 75,000,011
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash, and U.S. Treasury Securities
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Cash, and U.S. Treasury Securities