Counter Press Acquisition (CPAQ) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022	Nov. 11, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-41274
Entity Registrant Name	Counter Press Acquisition Corporation
Entity Central Index Key	0001873964
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1981 Marcus Avenue
Entity Address, Address Line Two	Suite 227
Entity Address, City or Town	Lake Success
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11042
City Area Code	(718)
Local Phone Number	775-3013
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units Each Consisting Of One Class Ordinary Share And Onehalf Of One Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	CPAQU
Security Exchange Name	NASDAQ
Class Ordinary Shares Par Value 0. 0001 Per Share [Member]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CPAQ
Security Exchange Name	NASDAQ
Redeemable Warrants Each Warrant Exercisable For One Class Ordinary Share At Exercise Price Of 11. 50 [Member]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	CPAQW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding			7,092,141
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,156,250

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 513,081
Prepaid expenses	209,973
Total Current Assets	723,054
Deferred offering costs		109,064
Investment held in Trust Account	88,070,429
Total Assets	88,793,483	109,064
Current liabilities:
Accrued offering costs and expenses	19,344	38,102
Due to related party	51,775
Promissory note - related party		52,879
Total Current Liabilities	71,119	90,981
Deferred underwriters’ discount	3,018,750
Total Liabilities	3,089,869	90,981
Class A ordinary shares subject to possible redemption, 8,625,000 and no shares at redemption value of $10.15 per share as of September 30, 2022 and December 31, 2021, respectively	87,543,750
Shareholders’ (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,784
Accumulated deficit	(1,840,403)	(6,917)
Total shareholders’ (deficit) equity	(1,840,136)	18,083
Total Liabilities, Class A Ordinary shares Subject to Possible Redemption, and Shareholders’ (Deficit) Equity	88,793,483	109,064
Class A Ordinary Shares [Member]
Shareholders’ (Deficit) Equity
Ordinary shares, value	51
Class B Ordinary Shares [Member]
Shareholders’ (Deficit) Equity
Ordinary shares, value	$ 216	$ 216

CONDENSED BALANCE SHEETS (Una_2

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Temporary Equity, Shares Authorized	8,625,000	8,625,000
Temporary Equity, Redemption Price Per Share	$ 10.15	$ 10.15
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Shares subject to possible redemption	8,625,000	8,625,000
Class A Ordinary Shares [Member]
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares,, Shares Authorized	200,000,000	200,000,000
Ordinary shares, Shares Issued	510,625	0
Ordinary shares, Shares Outstanding	510,625	0
Class B Ordinary Shares [Member]
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares,, Shares Authorized	20,000,000	20,000,000
Ordinary shares, Shares Issued	2,156,250	2,156,250
Ordinary shares, Shares Outstanding	2,156,250	2,156,250

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Income Statement [Abstract]
Operating and formation costs	$ 239,557		$ 6,677	$ 860,439
Loss from operations	(239,557)		(6,677)	(860,439)
Other income:
Interest earned on marketable securities held in Trust Account	395,842			526,679
Total other income	395,842			526,679
Net income (loss)	$ 156,285		$ (6,677)	$ (333,760)
Weighted average shares outstanding, Class A ordinary shares subject to redemption	8,625,000			7,298,077
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$ 0.01			$ 0.26
Weighted average shares outstanding, ordinary shares	2,666,875		1,875,000	2,588,317
Basic and diluted net income (loss) per share, ordinary shares	$ 0.01		$ 0	$ (0.86)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY (Unaudited) - USD ($)	Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance – June 30, 2021 at May. 18, 2021
Balance at beginning, shares at May. 18, 2021
Class B ordinary shares issued to Sponsor		$ 216	24,784		25,000
Class B ordinary shares issued to Sponsor, shares		2,156,250
Net loss				(6,677)	(6,677)
Balance – September 30, 2021 at Jun. 30, 2021		$ 216	24,784	(6,677)	18,323
Balance at ending, shares at Jun. 30, 2021		2,156,250
Net loss
Balance – September 30, 2021 at Sep. 30, 2021		$ 216	24,784	(6,677)	18,323
Balance at ending, shares at Sep. 30, 2021		2,156,250
Balance – June 30, 2021 at Dec. 31, 2021		$ 216	24,784	(6,917)	18,083
Balance at beginning, shares at Dec. 31, 2021		2,156,250
Sale of 471,875 Private Units net of allocated offering costs	$ 47		4,718,703		4,718,750
Sale of 471,875 Private Units net of allocated offering costs , shares	471,875
Fair value of 4,312,500 Public Warrants net of allocated offering costs			1,911,303		1,911,303
Issuance of 38,750 Underwriter Founder Shares	$ 4		446		450
Issuance of 38,750 Underwriter Founder Shares ,shares	38,750
Accretion of carrying value to redemption value			(6,655,236)	(1,499,726)	(8,154,962)
Net loss				(428,762)	(428,762)
Balance – September 30, 2021 at Mar. 31, 2022	$ 51	$ 216		(1,935,405)	(1,935,138)
Balance at ending, shares at Mar. 31, 2022	510,625	2,156,250
Net loss				(61,283)	(61,283)
Balance – September 30, 2021 at Jun. 30, 2022	$ 51	$ 216		(1,996,688)	(1,996,421)
Balance at ending, shares at Jun. 30, 2022	510,625	2,156,250
Net loss				156,285	156,285
Balance – September 30, 2021 at Sep. 30, 2022	$ 51	$ 216		$ (1,840,403)	$ (1,840,136)
Balance at ending, shares at Sep. 30, 2022	510,625	2,156,250

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	4 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (6,677)	$ (333,760)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation cost paid by the Sponsor	6,677
Interest earned on marketable securities held in Trust Account		(526,679)
Changes in operating assets and liabilities:
Prepaid expenses		(209,973)
Accrued expenses		(18,758)
Due from related party		51,775
Net cash used in operating activities		(1,037,395)
Cash Flows from Investing Activities:
Investment held in Trust Account		(87,543,750)
Net cash used in investing activities		(87,543,750)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		84,525,000
Proceeds from sale of Private Units		4,718,750
Issuance of Underwriter Founder Shares		450
Proceeds from issuance of promissory note to related party		25,635
Repayment of promissory note – related party		(175,609)
Net cash provided by financing activities		89,094,226
Net Change in Cash		513,081
Cash – Beginning of period
Cash – End of period		513,081
Non-Cash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital		3,018,750
Deferred offering costs paid by Sponsor under the promissory note		97,095
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	18,323
Deferred offering costs included in accrued offering costs and expenses	49,640
Initial value of ordinary shares subject to possible redemption		87,543,750
Accretion of carrying value to redemption value		$ 8,154,962

ORGANIZATION, BUSINESS OPERATIO

ORGANIZATION, BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION, BUSINESS OPERATIONS	NOTE 1. ORGANIZATION, BUSINESS OPERATIONS Counter Press Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 19, 2021 whose purpose is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any specific Business Combination target and it has not (nor has anyone on its behalf), initiated any substantive discussions, directly or indirectly, with any Business Combination target. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from May 19, 2021 (inception) through September 30, 2022 relates to the Company’s formation, initial public offering (“Initial Public Offering” or “IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on February 8, 2022 (the “Effective Date”). The Company’s sponsor is Counter Press Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). On February 11, 2022, the Company consummated the IPO of 8,625,000 1,125,000 10.00 86,250,000 Simultaneously with the closing of the IPO and the issuance and sale of the Units, the Company consummated in the aggregate, the sale of 471,875 10.00 As of February 11, 2022, transaction costs amounted to $ 4,949,909 1,725,000 3,018,750 206,159 The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the Business Combination. The Company will complete the initial Business Combination only if the post-transaction company in which its public shareholders own shares will own or acquire 50% or more of the issued and outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on February 11, 2022, $ 87,543,750 10.15 The Company will provide its shareholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of amounts required to pay its income and franchise taxes), in each case subject to the limitations described herein. The decision as to whether the Company will seek shareholder approval of its proposed Business Combination or allow shareholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval. If the Company determine to engage in a tender offer, the Company will file tender offer documents which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. The Company will provide its public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have 12 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”), the Company may, at the Sponsor’s option, extend the period of time to consummate a Business Combination up to two times without shareholder approval, each for an additional three months (for a total of up to 18 months to complete a Business Combination) (each such three-month period, an “Extension Period”) or during any Extension Period. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $ 100,000 The Sponsor, officers and directors will enter into a letter agreement with the Company, pursuant to which they will agree (A) to waive their redemption rights with respect to their shares in connection with the completion of the initial Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to their founders and private shares if the Company fails to complete the initial Business Combination within Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame), as described herein and in the Company’s amended and restated memorandum and articles of association. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Because the Company is a blank check company, rather than an operating company, and the Company’s operations will be limited to searching for prospective target businesses to acquire, the only third parties the Company currently expect to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. Liquidity and Capital Resources As of September 30, 2022, the Company had $ 513,081 651,935 The Company’s liquidity needs up to the closing of the IPO on February 11, 2022 had been satisfied through a payment from the Sponsor of $ 25,000 150,000 In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans up to $ 1,500,000 If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, in addition to the access to the Working Capital Loans, we may need to obtain other financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. We have 18 months from the closing of the Initial Public Offering to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to raise additional capital. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The military conflict commenced in February 2022 by the Russian Federation in Ukraine has created and is expected to create further global economic consequences, including but not limited to the possibility of extreme volatility and disruptions in the financial markets, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. Such global consequences may materially and adversely affect our ability to consummate an initial Business Combination, or the operations of a target business with which we ultimately consummate an initial Business Combination. In addition, our ability to consummate an initial Business Combination may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all. The impact of this action and related sanctions on the global economy and the specific impact on our financial position, results of operations and/or ability to consummate an initial Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. While not free from doubt, absent any further guidance from Congress, the Excise Tax may apply to any redemptions of its Class A ordinary shares after December 31, 2022, including redemptions in connection with the Business Combination, unless an exemption is available. Issuances of securities in connection with the Business Combination are expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued. Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets. Further, the application of the Excise Tax in the event of a liquidation is uncertain.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 financial statements should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on February 17, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Investment Held in Trust Account As of September 30, 2022, the Company had $ 88,070,429 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $ 250,000 Offering Costs Associated with IPO Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of September 30, 2022, offering costs amounted to $ 4,949,909 1,725,000 3,018,750 206,159 Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheets. As of September 30, 2022, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Schedule of reconcilaton of balance sheet Gross Proceeds $ 86,250,000 Less: Proceeds allocated to public warrants (2,027,672 ) Issuance costs related to Class A ordinary shares (4,833,540 ) Plus: Accretion of carrying value to redemption value 8,154,962 Contingently redeemable Class A ordinary shares $ 87,543,750 Fair Value Measurements The fair value of the Company’s assets and liabilities, excluding the warrant liability, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheets with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrants The Company accounts for warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40 warrants that meet the criteria for equity treatment are recorded in shareholders’ equity. The warrants are subject to re-evaluation of the proper classification and accounting treatment at each reporting period. If the warrants no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the statement of operations. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary shares is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 4,548,438 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Schedule of earnings per share, basic and diluted Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, For the Period from May 19, 2021 (Inception) Through September 30, 2022 2021 2022 2021 Net income (loss) $ 156,285 $ — $ (333,760 ) $ (6,677 ) Accretion of temporary equity to redemption value — — (8,154,962 ) — Net income (loss) including accretion of temporary equity to redemption value $ 156,285 $ — $ (8,488,722 ) $ (6,677 ) Three Months Ended Three Months Ended September 30, 2021 Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net (loss) income including accretion of temporary equity $ 119,374 $ 36,911 $ — — $ (6,266,324 ) $ (2,222,398 ) $ — $ (6,677 ) Accretion of temporary equity to redemption value — — — — 8,154,962 — — — Allocation of net (loss) income $ 119,374 $ 36,911 $ — — $ 1,888,638 $ (2,222,398 ) $ — $ (6,677 ) Denominator: Weighted-average shares outstanding 8,625,000 2,666,875 — — 7,298,077 2,588,317 — 1,875,000 Basic and diluted net (loss) income per share $ 0.01 $ 0.01 $ — — $ 0.26 $ (0.86 ) $ — $ (0.00 ) Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on May 19, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2022
Public Offering
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING On February 11, 2022, the Company consummated its IPO of 8,625,000 1,125,000 10.00 86,250,000 11.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2022
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated in the aggregate 471,875 10.00 10.00 4,718,750 436,416 35,459 Each private unit is comprised of one private share and one-half of a warrant. Each whole private warrant is exercisable to purchase one ordinary share at $11.50.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 23, 2021, the Sponsor paid $ 25,000 2,156,250 0.0001 281,250 Subject to customary, minor exceptions, the Company’s Sponsor, as well as its officers and directors, will agree not to transfer, assign or sell any of their founders shares, and to maintain their founders shares in escrow, until six months after the date of the consummation of our initial business combination (all founder shares will also be released from escrow and lock-up, if sooner than the above, on the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property). Subject to customary, minor exceptions, the holders of the underwriter founder shares will agree not to transfer, assign or sell any such shares without our prior written consent until the completion of our initial business combination. Subject to customary, minor exceptions, all of the holders of private shares will agree not to transfer, assign or sell any of their private shares until the completion of our initial business combination. Due to related party As of September 30, 2022, the Company had $ 51,775 77,500 25,725 Promissory Note-Related Party In June 2021, the Sponsor agreed to loan the Company up to $ 150,000 0 52,879 Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close. The Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 10.00 no Office Space, Secretarial and Administrative Services Commencing on the Effective Date, the Company will enter into an administrative services agreement pursuant to which it will pay the Sponsor up to $ 10,000 30,000 77,500

COMMITMENTS & CONTINGENCIES

COMMITMENTS & CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS & CONTINGENCIES	NOTE 6. COMMITMENTS & CONTINGENCIES Registration Rights The holders of the founders shares, private units (including private warrants), Underwriter Founder Shares and warrants that may be issued on conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the private warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the founders shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to its completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,125,000 1,125,000 . The underwriters were entitled to a cash underwriting discount of two percent ( 2 1,725,000 3.5

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Underwriter Founder Shares In January, prior to the consummation of the IPO, the Company issued to BTIG and EBC and its designees an aggregate of 38,750 450 In addition, the holders of the Underwriter Founder Shares will agree (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within the completion window. The Underwriter Founder Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the public offering pursuant to Rule 5110I(1) of the FINRA Manual. Pursuant to FINRA Rule 5110I(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the public offering, except to any underwriter and selected dealer participating in the offering and their officers or partners, registered persons or affiliates provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. Preference shares- 1,000,000 0.0001 no Class A ordinary shares- 200,000,000 0.0001 510,625 no Class B ordinary shares- 20,000,000 0.0001 2,156,250 Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Companies Act, the Company’s amended and restated memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any matter voted on by its shareholders. Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to the Company’s amended and restated memorandum and articles of association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. Directors are appointed for a term of two years. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the Founder Shares purchased prior to the IPO that are voted for the appointment of directors can appoint all of the directors prior to the initial Business Combination. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of the initial Business Combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at which founders shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of its ordinary shares issued and outstanding upon the completion of the IPO plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of redemptions), (excluding the underwriter founder shares and the private shares). Public Warrants 4,312,500 11.50 In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any founders shares held by them prior to such issuance) (which the Company refer to as the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. No warrants will be exercisable for cash unless the registration statement of which this prospectus forms a part (or a different registration statement covering the Class A ordinary shares issuable upon exercise of the warrants) is then in effect and this prospectus (or such other prospectus that is part of such other registration statement) is then current. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not then in effect during the period beginning 60 business days following the consummation of the initial Business Combination, warrant holders may, during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption (the “Redemption Period”) ● if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like, or as described above under “Exercise price of warrants”) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders; and ● there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants. Private Placement Warrants 235,938 no

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022, investment held in the Trust Account were comprised of $ 88,070,429 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis Description Level September 30, 2022 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 88,070,429

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 financial statements should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on February 17, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Investment Held in Trust Account	Investment Held in Trust Account As of September 30, 2022, the Company had $ 88,070,429
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $ 250,000
Offering Costs Associated with IPO	Offering Costs Associated with IPO Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of September 30, 2022, offering costs amounted to $ 4,949,909 1,725,000 3,018,750 206,159
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheets. As of September 30, 2022, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Schedule of reconcilaton of balance sheet Gross Proceeds $ 86,250,000 Less: Proceeds allocated to public warrants (2,027,672 ) Issuance costs related to Class A ordinary shares (4,833,540 ) Plus: Accretion of carrying value to redemption value 8,154,962 Contingently redeemable Class A ordinary shares $ 87,543,750
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities, excluding the warrant liability, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheets with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrants	Warrants The Company accounts for warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40 warrants that meet the criteria for equity treatment are recorded in shareholders’ equity. The warrants are subject to re-evaluation of the proper classification and accounting treatment at each reporting period. If the warrants no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the statement of operations.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary shares is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 4,548,438 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Schedule of earnings per share, basic and diluted Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, For the Period from May 19, 2021 (Inception) Through September 30, 2022 2021 2022 2021 Net income (loss) $ 156,285 $ — $ (333,760 ) $ (6,677 ) Accretion of temporary equity to redemption value — — (8,154,962 ) — Net income (loss) including accretion of temporary equity to redemption value $ 156,285 $ — $ (8,488,722 ) $ (6,677 ) Three Months Ended Three Months Ended September 30, 2021 Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net (loss) income including accretion of temporary equity $ 119,374 $ 36,911 $ — — $ (6,266,324 ) $ (2,222,398 ) $ — $ (6,677 ) Accretion of temporary equity to redemption value — — — — 8,154,962 — — — Allocation of net (loss) income $ 119,374 $ 36,911 $ — — $ 1,888,638 $ (2,222,398 ) $ — $ (6,677 ) Denominator: Weighted-average shares outstanding 8,625,000 2,666,875 — — 7,298,077 2,588,317 — 1,875,000 Basic and diluted net (loss) income per share $ 0.01 $ 0.01 $ — — $ 0.26 $ (0.86 ) $ — $ (0.00 )
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on May 19, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of reconcilaton of balance sheet	Schedule of reconcilaton of balance sheet Gross Proceeds $ 86,250,000 Less: Proceeds allocated to public warrants (2,027,672 ) Issuance costs related to Class A ordinary shares (4,833,540 ) Plus: Accretion of carrying value to redemption value 8,154,962 Contingently redeemable Class A ordinary shares $ 87,543,750
Schedule of earnings per share, basic and diluted	Schedule of earnings per share, basic and diluted Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, For the Period from May 19, 2021 (Inception) Through September 30, 2022 2021 2022 2021 Net income (loss) $ 156,285 $ — $ (333,760 ) $ (6,677 ) Accretion of temporary equity to redemption value — — (8,154,962 ) — Net income (loss) including accretion of temporary equity to redemption value $ 156,285 $ — $ (8,488,722 ) $ (6,677 ) Three Months Ended Three Months Ended September 30, 2021 Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net (loss) income including accretion of temporary equity $ 119,374 $ 36,911 $ — — $ (6,266,324 ) $ (2,222,398 ) $ — $ (6,677 ) Accretion of temporary equity to redemption value — — — — 8,154,962 — — — Allocation of net (loss) income $ 119,374 $ 36,911 $ — — $ 1,888,638 $ (2,222,398 ) $ — $ (6,677 ) Denominator: Weighted-average shares outstanding 8,625,000 2,666,875 — — 7,298,077 2,588,317 — 1,875,000 Basic and diluted net (loss) income per share $ 0.01 $ 0.01 $ — — $ 0.26 $ (0.86 ) $ — $ (0.00 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis Description Level September 30, 2022 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 88,070,429

ORGANIZATION, BUSINESS OPERAT_2

ORGANIZATION, BUSINESS OPERATIONS (Details Narrative) - USD ($)		9 Months Ended
	Feb. 11, 2022	Sep. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Transaction costs	$ 4,949,909
Underwriting commissions	1,725,000
Deferred underwriting commissions	3,018,750
Redemption per share		$ 10.15
Dissolution expenses		$ 100,000
Cash		513,081
Working capital		651,935
Proceed from sponsors	25,000
Loan				$ 150,000
Working capital loans		1,500,000
Unsecured Promissory Note [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Loan	$ 150,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	8,625,000
Sale of units per share	$ 10
Gross proceeds	$ 86,250,000
Other offering costs		$ 206,159
Proceeds from initial public offering	$ 87,543,750
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	1,125,000
Private Placement Units [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	471,875
Sale of units per share	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Accounting Policies [Abstract]
Gross Proceeds	$ 86,250,000
Proceeds allocated to public warrants	(2,027,672)
Issuance costs related to Class A ordinary shares	(4,833,540)
Accretion of carrying value to redemption value	8,154,962
Contingently redeemable Class A ordinary shares	$ 87,543,750

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Net income (loss)	$ 156,285		$ (6,677)	$ (333,760)
Accretion of temporary equity to redemption value				(8,154,962)
Net income (loss) including accretion of temporary equity to redemption value	156,285		(6,677)	(8,488,722)
Numerator:
Accretion of temporary equity to redemption value				8,154,962
Common Class A [Member]
Accretion of temporary equity to redemption value				(8,154,962)
Numerator:
Allocation of net (loss) income including accretion of temporary equity	119,374			(6,266,324)
Accretion of temporary equity to redemption value				8,154,962
Allocation of net (loss) income	$ 119,374			$ 1,888,638
Denominator:
Weighted-average shares outstanding	8,625,000			7,298,077
Basic and diluted net (loss) income per share	$ 0.01			$ 0.26
Common Class B [Member]
Accretion of temporary equity to redemption value
Numerator:
Allocation of net (loss) income including accretion of temporary equity	36,911		(6,677)	(2,222,398)
Accretion of temporary equity to redemption value
Allocation of net (loss) income	$ 36,911		$ (6,677)	$ (2,222,398)
Denominator:
Weighted-average shares outstanding	2,666,875		1,875,000	2,588,317
Basic and diluted net (loss) income per share	$ 0.01		$ 0	$ (0.86)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Investment held in Trust Account	$ 88,070,429
Federal depository insurance corporation coverage	250,000
Offering cost		109,064
Unrecognized tax benefits	$ 0	$ 0
Warrant purchase	4,548,438
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Offering cost	$ 4,949,909
Underwriting fees	1,725,000
Deferred underwriting fees	3,018,750
Other offering costs	$ 206,159

PUBLIC OFFERING (Details Narrat

PUBLIC OFFERING (Details Narrative) - USD ($)	Feb. 11, 2022	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price	$ 11.50	$ 10
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	8,625,000
Sale of units per share	$ 10
Proceed from sales of stock	$ 86,250,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	1,125,000
Private Placement Units [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	471,875
Sale of units per share	$ 10

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)		4 Months Ended	9 Months Ended
	Feb. 11, 2022	Sep. 30, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50		$ 10
Proceeds from private placement			$ 4,718,750
Number of shares purchase			35,459
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares purchase			436,416
Private Placement Units [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units	471,875
Sale of units per share	$ 10
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from private placement			$ 4,718,750

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 23, 2021	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Related Party Transaction [Line Items]
Ordinary shares, par value	$ 0.0001
Shares subject to forfeiture	281,250
Due to related party		$ 51,775	$ 51,775
Payments for fees		$ 30,000	77,500
Loan					$ 150,000
Working capital deficit			$ 1,500,000
Share price		$ 10	$ 10
Working capital loans		$ 0	$ 0	0
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Related Party expenses			10,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Debt		$ 0	0	$ 52,879
Sponsor [Member]
Related Party Transaction [Line Items]
Administrative services			77,500
Payments for fees			$ 25,725
Other Founder [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Exchange of shares value	$ 25,000
Number of shares exchange	2,156,250

COMMITMENTS & CONTINGENCIES (De

COMMITMENTS & CONTINGENCIES (Details Narrative) - USD ($)		9 Months Ended
	Feb. 11, 2022	Sep. 30, 2022
Over-Allotment Option [Member]
Offsetting Assets [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	1,125,000
Underwriting Agreement [Member]
Offsetting Assets [Line Items]
Payment of underwriting commissions		$ 1,125,000
Cash underwriting discount percent		2%
Underwriting Discount percentage		3.50%
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Offsetting Assets [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	1,125,000	1,725,000

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($)	1 Months Ended
	Jan. 31, 2022	Sep. 30, 2022	Feb. 11, 2022	Dec. 31, 2021	Jun. 23, 2021
Class of Stock [Line Items]
Number of founder shares	38,750
Proceeds from founder shares	$ 450
Preferred Stock, Shares Authorized		1,000,000		1,000,000
Preferred Stock, Par Value		$ 0.0001		$ 0.0001
Preferred Stock, Shares Issued		0		0
Preferred Stock, Shares Outstanding		0		0
Ordinary shares, par value					$ 0.0001
Warrants outstanding		4,312,500
Share Price		$ 11.50
Warrant exercise price		$ 10	$ 11.50
Private Placement Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding		235,938		0
Warrants [Member]
Class of Stock [Line Items]
Warrant exercise price		$ 0.01
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Ordinary shares,, Shares Authorized		200,000,000		200,000,000
Ordinary shares, par value		$ 0.0001		$ 0.0001
Ordinary shares, Shares Issued		510,625		0
Ordinary shares, Shares Outstanding		510,625		0
Class B Ordinary Shares [Member]
Class of Stock [Line Items]
Ordinary shares,, Shares Authorized		20,000,000		20,000,000
Ordinary shares, par value		$ 0.0001		$ 0.0001
Ordinary shares, Shares Issued		2,156,250		2,156,250
Ordinary shares, Shares Outstanding		2,156,250		2,156,250

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Line Items]
Investment held in Trust Account	$ 88,070,429
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Investment held in Trust Account	$ 88,070,429

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Line Items]
Investment held in Trust Account	$ 88,070,429
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Investment held in Trust Account	$ 88,070,429