| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
accompanying audited financial statements are presented in conformity with accounting principles generally accepted in the United States
of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used. Use
of Estimates The
preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. Deferred
Offering Costs Deferred
offering costs consist of costs incurred in connection with preparation for the Proposed Public Offering. These costs, together with
the underwriting discounts and commissions, will be charged to additional paid in capital upon completion of the Proposed Public Offering
or charged to operations if the Proposed Public Offering is not completed. At November 30, 2021, the Company had deferred offering costs
of $ 85,000 Income
Taxes The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes 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. 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 November 30, 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 from October 20, 2021 (inception) through November 30, 2021. The
Company’s deferred tax assets were deemed to be de minimis as of November 30, 2021. Net
Loss per Common Share Net
loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period,
excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 281,250 The
following table reflects the calculation of basic and diluted net income per common share (in U.S. dollars, except per share amounts): SUMMARY
OF BASIC AND DILUTED NET LOSS PER COMMON SHARE
Class A Class B
For the Three Months Ended August 31, 2022
Class A Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income $ 112,132 $ 23,398
Denominator:
Basic and diluted weighted average shares outstanding 9,098,750 2,156,250
Basic and diluted net income per share of common stock $ 0.01 $ 0.01
Class A Class B
For the Nine Months Ended August 31, 2022
Class A Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income $ 14,650 $ 3,473
Denominator:
Basic and diluted weighted average shares outstanding 6,940,287 2,156,250
Basic and diluted net income per share of common stock $ (0.00 ) $ (0.00 ) Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value
Measurement 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”. For derivative financial instruments that are accounted
for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each
reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in 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. Recent
Accounting Standards Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements. In
August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies
accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain
settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies
the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 from the Company’s inception.
Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. | NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States
of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements
should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on February 9, 2022. In
the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of
a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of August 31, 2022 and its
results of operations for the three and nine months ended August 31, 2022 and cash flows for the nine months ended August 31, 2022. The
results of operations for the three and nine months ended August 31, 2022 are not necessarily indicative of the results to be expected
for the full fiscal year ending November 30, 2022. Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 the financial statements in conformity with US 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 balance
sheet. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had cash of $ 1,507,307 50,000 no Investments
held in Trust Account At
August 31, 2022, the Company had approximately $ 87.5 Offering
Costs associated with the Initial Public Offering The
Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff
Accounting Bulletin (“SAB”) Topic 5A, Offering Costs 475,348 4,743,750 Class
A common stock subject to possible redemption The
Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing
Liabilities from Equity 87,269,299 Net
income per share Net
income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.
The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes
of shares. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection
with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not yet been met. As a
result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented. The
following table reflects the calculation of basic and diluted net income per common share (in U.S. dollars, except per share amounts): SUMMARY
OF BASIC AND DILUTED NET LOSS PER COMMON SHARE
Class A Class B
For the Three Months Ended August 31, 2022
Class A Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income $ 112,132 $ 23,398
Denominator:
Basic and diluted weighted average shares outstanding 9,098,750 2,156,250
Basic and diluted net income per share of common stock $ 0.01 $ 0.01
Class A Class B
For the Nine Months Ended August 31, 2022
Class A Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income $ 14,650 $ 3,473
Denominator:
Basic and diluted weighted average shares outstanding 6,940,287 2,156,250
Basic and diluted net income per share of common stock $ (0.00 ) $ (0.00 ) Income
Taxes The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statements’ 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 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 August
31, 2022 and November 30, 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
Company’s deferred tax assets were deemed to be de minimis as of August 31, 2022 and November 30, 2021. Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair
Value of Financial Instruments Fair
value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction
between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and
● Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recent
Accounting Standards In
August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt — Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting
for Convertible Instruments and Contracts in an Entity’s Own Equity” Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements. |
