| Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements
of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the accompanying financial statements
include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position,
operating results and cash flows for the period presented. Emerging Growth Company Status The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012,
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and approval of any golden parachute payments not previously approved. Further, Section102 (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 management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise
significant judgement. 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. The
significant accounting estimate reflected in the Company’s financial statements includes, but is not limited to, the valuation of
Founder Shares. 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 $ 664,626 no Deferred Offering Costs The Company complies
with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
340-10-S99-1, “Other Assets and Deferred Costs”. Deferred offering costs consists of legal, accounting, underwriting fees
and other costs incurred through the balance sheet date that are directly related to the Public Offering. Offering costs are allocated
to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received.
Upon closing of the IPO on November 5, 2021, offering costs associated with the Class A common stock and the warrants . Upon the IPO on November 5, 2021 offering costs amounted to $ 3,040,822 . Share Based Compensation The Company complies
with ASC 718 Compensation- Stock Compensation, regarding interests in founder shares acquired by directors and advisors of the Company
as compensation. The interests in the founder shares vested upon the Company completing the initial public offering and compensation
expense has been recorded accordingly at that date based upon the initial grant date fair value. The determination of the fair
value of the share-based compensation awards represents a significant estimate within the financial statements. The fair value
is based upon a Monte Carlo valuation that considers the probability of an initial public offering, business combination and other risk
factors. The interest in the founder shares
was issued on November 2, 2021. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date,
the Company determined the valuation of the Class B shares as of November 2, 2021. Consideration of $ 810 Fair Value of Financial Instruments The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair Value Measurements Fair value is defined as the price
that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants
at the measurement date. 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Common Stock Subject to Possible Redemption The Company accounts for its common
stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity”.
Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally
redeemable common stock (including shares of common stock 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) is classified as temporary
equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock features certain
redemption rights that are considered to be outside of the Company’s control and are subject to the occurrence of uncertain future
events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the
stockholders’ 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 the Class A common stock subject to possible redemption to
equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also
the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion
from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and
accumulated deficit. The Class A common stock subject to
possible redemption reflected on the balance sheet as of December 31, 2021 is reconciled in the following table:
Schedule of reconciliation
Gross Proceeds $ 115,000,000
Less:
Proceeds allocated to Public Warrants (6,725,456 )
Issuance cost of redeemable Class A common stock (3,040,822 )
Plus:
Remeasurement adjustment on redeemable common stock 12,066,278
Class A common stock subject to possible redemption $ 117,300,000 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
FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are initially recorded at fair
value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations.
Derivative assets and 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. 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 FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and 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 common shares and whether the warrant holders could potentially require “net
cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This
assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. ASC 480-10-S99, addresses concerns
raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements
or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemptions provisions represents the only
shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock
subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement
liabilities. The Company concludes that the Company’s warrants defined in Note 7 do not exhibit any of the above characteristics
and, therefore, are outside the scope of ASC 480. 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 additional paid-in capital
at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants
are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts
for the 11,500,000 5,500,000 Net Loss Per Common Share The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per 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. The Company has two classes of shares, which are referred to as
Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company
had not considered the effect of the Private Placement to purchase an aggregate of 5,500,000 Reconciliation of Net Loss per
Common Stock Basic and diluted net loss per share
for Class A common stock and for Class B common stock is calculated as follows:
For the period
Net Loss per share for Class A common stock:
Allocation of net loss to Class A common stock $ (526,069 )
Basic and diluted weighted average shares, Class A common stock 2,014,610
Basic and diluted net loss per share $ (0.26 )
Net Loss per share for Class B common stock:
Allocation of net loss to Class B common stock $ (547,098 )
Basic and diluted weighted average shares, Class B common stock 2,095,139
Basic and diluted net loss per share $ (0.26 ) Income Taxes The Company
accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of
deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not
be realized. 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 periods, 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 December 31, 2021. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United
States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities
since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax
jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of
unrecognized tax benefits will materially change over the next twelve months. Concentration of Credit Risk Financial instruments that potentially
subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the
Federal Depository Insurance Corporation coverage of $ 250,000 Recent Accounting Pronouncements In August 2020, the FASB issued ASU
No. 2020-06, “Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging-Contracts in Entity’s
Own Equity” (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance
removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU
2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December
15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU No. 2020-06 upon its incorporation.
The impact to our financial statements was not material. Management does not believe that any
other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s
financial statements. |
