| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). Emerging
Growth Company Status The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act and 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 stockholder approval of any golden parachute payments not previously approved. NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Emerging
Growth Company Status (Continued) 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 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
statement 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 statement, which management considered in formulating its estimate, could change in the near term due to
one or more future confirming events. Actual results could differ from those estimates. Cash
and Cash Equivalents The
Company had $ 610,382 363,135 Marketable
Securities Held in Trust Account At
September 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily
in 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 balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the
change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account
in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined
using available market information. $ 140,173,416 0 Offering
Costs Associated with the IPO The
Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and
other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $ 7,985,917 2,760,000 4,830,000 395,917 3,155,917 4,830,000 NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Class
A Common Stock Subject to Possible Redemption All
of the 13,800,000 139,380,000 Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution
which, at times, may exceed the federal depository insurance coverage corporation limit of $ 250,000 Fair
Value of Financial Instruments 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. U.S. 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 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. 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 their short-term
nature. Business
Combination Marketing Fee Pursuant
to the business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination
and will pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount equal to,
in the aggregate, 3.5 Stock-Based
Compensation The
Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation”
(“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements
based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required
to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured
on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the
option grant. On
September 14, 2021, the inception date, the Company adopted Accounting Standards Update (“ASU”) No. 2018-07 “Compensation
- Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope
of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based
payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees
will be substantially aligned. Net
Loss per Common Share The
Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statement of operations includes
a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method
of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable
shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net
income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to
redemption value of the redeemable shares subject to possible redemption was considered to be dividends paid to the public stockholders.
Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using
a ratio of 77.50 22.50 0 100 The
earnings per share presented in the statement of operations is based on the following: SCHEDULE
OF NET LOSS PER COMMON SHARE
For the year ended September 30, 2022 For the period from September 14, 2020 (Inception) to September 30, 2021
Numerator:
Net loss $ (176,852 ) $ (21,015 )
Denominator:
Denominator for basic earnings per share - Class A- Weighted-average common shares issued and outstanding during the period 11,884,863 -
Denominator for basic earnings per share - Class B- Weighted-average common shares issued and outstanding during the period 3,450,000 3,450,000
Weighted-average common shares issued and outstanding during the period 3,450,000 3,450,000
Basic and diluted loss per share $ (0.01 ) $ (0.01 )
Diluted loss per share $ (0.01 ) $ (0.01 )
Basic and diluted loss per share $ (0.01 ) $ (0.01 ) As
of September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or
converted into common shares and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic
loss per share for the periods presented. Income
Taxes The
Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes”. Deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income
Taxes (continued) 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. There were no unrecognized tax benefits as of September 30, 2022 or September 31, 2021.
Deferred tax assets were deemed to be de minimis as of September 30, 2022 and 2021. FASB
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. No amounts were accrued for the payment of interest and penalties at September 30, 2022 and 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 year ended September 30, 2022 and for the Period from September 14, 2021
(inception) through September 30, 2021. Warrants ASC
480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). 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 redemption
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 warrants to I-Bankers do not exhibit any of the
above characteristics and, therefore, are outside the scope of ASC 480. The warrants were issued in accordance with the guidance contained
in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Such guidance provides that because the warrants
meet the criteria for equity treatment. Recent
Accounting Pronouncements Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s financial statement. |
