| Significant accounting policies | Note 2 — Significant accounting
policies Basis of Presentation The accompanying unaudited
condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of
America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and include
all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position
and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the
full year. Emerging Growth Company Status The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart 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 of 2002, 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 of 1934, as amended (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 an 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 unaudited
condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash 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 no cash equivalent
as of June 30, 2022. Investments held in Trust Account At , $87,975,000 of the assets held in the Trust Account were held in money market funds, which
are invested in short term U.S. Treasury securities. All of the Company’s
investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance
sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held
in Trust Account are accounted as interest income in the statement of operations. Fair Value of Financial Instruments ASC Topic
820 “ Fair Value Measurements and Disclosures ” defines fair value, the
methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In
determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used
to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer
and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs
are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of
the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing
the asset or liability developed based on the best information available in the circumstances. The fair
value hierarchy is categorized into three levels based on the inputs as follows:
☐ Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
☐ L evel 2 - .
☐ Level 3 - V aluations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Warrants The Company accounts for Warrants
as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable
authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)
and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants
meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s
own shares of Class A common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance
outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional
judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants
that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of equity at the time
of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to
be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the
estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. Common Stock Subject to Possible Redemption The Company accounts for
its common stock subject to possible redemption in accordance with the guidance in ASC Topic
480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability
instrument and are measured at fair value. Conditionally redeemable (including that feature redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.
At all other times, are classified as stockholders’ equity.
The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and
subject to occurrence of uncertain future events. Accordingly, as of , subject to possible redemption are presented at redemption value of $10.20 per share
as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes
in redemption value immediately as they occur and adjusts the carrying value of redeemable to
equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable are affected by charges against additional paid in capital or accumulated deficit if
additional paid in capital equals to zero Offering Costs The Company complies with
the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering Offering
costs were $4,838,883 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO
and charged to stockholders’ equity upon the completion of the IPO. Net Loss Per Common Share The
Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income
(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)
allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using
the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average
number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption
value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. As of June 30,
2022, the Company has not considered the effect of the Warrants sold in the IPO and private placement in the calculation of diluted net
income (loss) per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the inclusion of such
Warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially,
be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share
is the same as basic (income) loss per share for the periods presented. The net income (loss) per
share presented in the statement of operations is based on the following:
For the three For the
Net loss $ (159,937 ) $ (160,582 )
Accretion of carrying value to redemption value (7,913,696 ) (7,913,696 )
Net loss including accretion of carrying value to redemption value $ (8,073,633 ) $ (8,074,278 )
For the Period from
For the three months ended January 7, 2022
June 30, 2022 June 30, 2022
Non- Non-
Redeemable Redeemable Redeemable Redeemable
Common Common Common Common
Stock Stock Stock Stock
Basic and diluted net income/(loss) per share:
Numerators:
Allocation of net loss including carrying value to redemption value $ (2,355,770 ) $ (5,717,863 ) $ (2,377,067 ) $ (5,697,211 )
Accretion of carrying value to redemption value 7,913,696 — 7,913,696 —
Allocation of net income/(loss) $ 5,557,926 $ (5,717,863 ) $ 5,536,629 $ (5,697,211 )
Denominators:
Weighted-average shares outstanding 793,103 1,900,862 793,103 1,900,862
Basic and diluted net income/(loss) per share $ 7.01 $($3.00 ) $ 6.98 $($3.00 )
For the Period from
Redeemable Non-
Basic and diluted net income/(loss) per share:
Numerators:
Allocation of net loss including carrying value to redemption value $ (2,377,067 ) $ (5,697,211 )
Accretion of carrying value to redemption value 7,913,696 —
Allocation of net income/(loss) $ 5,536,629 $ (5,697,211 )
Denominators:
Weighted-average shares outstanding 793,103 1,900,862
Basic and diluted net income/(loss) per share $ 6.98 $ (3.00 ) Concentration of Credit Risk Financial instruments that
potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has
not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of
June 30, 2022, approximately $88.8 million was over the Federal Deposit Insurance Corporation (FDIC) limit. Income Taxes The Company accounts for income
taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities
for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance
to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies
the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure
and transition. The Company recognizes accrued
interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts
accrued for interest and penalties as of June 30, 2022. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. The Company has identified
the United States as its only major tax jurisdiction. The Company may be subject
to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include
questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state
tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over
the next twelve months. The Company is incorporated
in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. 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
unaudited condensed financial statements. |
