0001104659-22-115998 | 10-Q | XBRL Viewer | ROC Energy Acquisition Corp

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 08, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-41103
Entity Registrant Name	ROC ENERGY ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-2488708
Entity Address, Address Line One	16400 Dallas Parkway
Entity Address, City or Town	Dallas
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	75248
City Area Code	972
Local Phone Number	392-6180
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
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		26,851,000
Entity Central Index Key	0001884516
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Common Stock, and one Right to receive one-tenth of one share of Common Stock
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Common Stock, and one Right to receive one-tenth of one share of Common Stock
Trading Symbol	ROCAU
Security Exchange Name	NASDAQ
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	ROC
Security Exchange Name	NASDAQ
Rights, each exchangeable into one-tenth of one share of Common Stock
Document Information [Line Items]
Title of 12(b) Security	Rights, each exchangeable into one-tenth of one share of Common Stock
Trading Symbol	ROCAR
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 307,310	$ 1,361,137
Prepaid expenses	289,553
Total Current Assets	596,863	1,361,137
Cash and marketable securities held in Trust Account	210,111,564	209,086,874
TOTAL ASSETS	210,708,427	210,448,011
Current liabilities
Accounts payable and accrued expenses	324,659	238,696
Accrued offering costs		11,300
Income taxes payable	187,223
Total Liabilities	511,882	249,996
Commitments and contingencies
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	658,439	1,362,780
Accumulated deficit	(236,850)	(235,380)
Total Stockholders' Equity	422,204	1,128,015
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS' EQUITY	210,708,427	210,448,011
Common stock subject to possible redemption
Current liabilities
Common stock subject to possible redemption 20,700,000 shares at $10.13 and $10.10 per share redemption value at September 30, 2022 and December 31, 2021, respectively	209,774,341	209,070,000
Common stock not subject to possible redemption
Stockholders' Equity
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,151,000 shares issued and outstanding (excluding 20,700,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021	$ 615	$ 615

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 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
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock subject to possible redemption
Common stock subject to possible redemption	20,700,000	20,700,000
Common stock subject to possible redemption, redemption price per share	$ 10.13	$ 10.10
Common stock not subject to possible redemption
Common stock, shares issued	6,151,000	6,151,000
Common stock, shares outstanding	6,151,000	6,151,000

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2022	Sep. 30, 2022
CONDENSED STATEMENTS OF OPERATIONS
General and administrative expenses	$ 339,968	$ 905,288
Loss from operations	(339,968)	(905,288)
Other income:
Interest earned on investments held in Trust Account	830,040	1,091,041
Other income	830,040	1,091,041
Income before provision for income taxes	490,072	185,753
Provision for income taxes	(163,808)	(187,223)
Net income (loss)	$ 326,264	$ (1,470)
Basic, weighted average shares outstanding	26,851,000	26,851,000
Diluted weighted average shares outstanding	26,851,000	26,851,000
Basic net income (loss) per common stock	$ 0.01	$ 0.00
Diluted net income (loss) per common stock	$ 0.01	$ 0.00

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2021	$ 615	$ 1,362,780	$ (235,380)	$ 1,128,015
Beginning balance (in shares) at Dec. 31, 2021	6,151,000
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Net income (loss)			(226,114)	(226,114)
Ending balance at Mar. 31, 2022	$ 615	1,362,780	(461,494)	901,901
Ending balance (in shares) at Mar. 31, 2022	6,151,000
Beginning balance at Dec. 31, 2021	$ 615	1,362,780	(235,380)	1,128,015
Beginning balance (in shares) at Dec. 31, 2021	6,151,000
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Net income (loss)				(1,470)
Ending balance at Sep. 30, 2022	$ 615	658,439	(236,850)	422,204
Ending balance (in shares) at Sep. 30, 2022	6,151,000
Beginning balance at Mar. 31, 2022	$ 615	1,362,780	(461,494)	901,901
Beginning balance (in shares) at Mar. 31, 2022	6,151,000
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Net income (loss)			(101,620)	(101,620)
Ending balance at Jun. 30, 2022	$ 615	1,362,780	(563,114)	800,281
Ending balance (in shares) at Jun. 30, 2022	6,151,000
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Net income (loss)			326,264	326,264
Remeasurement of Common stock subject to redemption		(704,341)		(704,341)
Ending balance at Sep. 30, 2022	$ 615	$ 658,439	$ (236,850)	$ 422,204
Ending balance (in shares) at Sep. 30, 2022	6,151,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended
CONDENSED STATEMENT OF CASH FLOWS - USD ($)	Sep. 30, 2022	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss		$ (1,470)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	$ (830,040)	(1,091,041)
Changes in operating assets and liabilities:
Prepaid expenses		(289,553)
Accounts payable and accrued expenses		85,963
Income taxes payable		187,223
Net cash used in operating activities		(1,108,878)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes	66,351	66,351
Net cash provided by investing activities		66,351
Cash Flows from Financing Activities:
Payment of offering costs		(11,300)
Net cash used in financing activities		(11,300)
Net Change in Cash		(1,053,827)
Cash - Beginning of period		1,361,137
Cash - End of period	$ 307,310	$ 307,310

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

9 Months Ended

Sep. 30, 2022

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

ROC Energy Acquisition Corp. (the “Company”) is a newly incorporated blank check company incorporated as a Delaware corporation on September 2, 2021. The Company had nominal activity for the period from September 2, 2021 (inception) through September 30, 2021. The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more target businesses (the “Business Combination”).

As of September 30, 2022, the Company had not commenced any operations. All activity for the period from September 2, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), 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 generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statements for the Company’s Initial Public Offering were declared effective on December 1, 2021. On December 6, 2021, the Company consummated the Initial Public Offering of 18,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $180,000,000, which is described in Note 3. An additional $1,800,000 was funded by proceeds of the sale of Private Placement Units (as defined below) to ROC Energy Holdings, LLC which resulted in a total balance in the Trust Account of $181,800,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 715,000 Units (each, a “Private Placement Unit”) at a price of $10.00 per Private Placement Unit in a private placement to ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,150,000, which is described in Note 4.

On December 9, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 2,700,000 Units issued for an aggregate amount of $27,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 81,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $27,810,000. A total of $27,270,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $209,070,000.

Transaction costs amounted to $4,012,520, consisting of $3,600,000 of underwriting fees and $412,520 of other offering costs. In addition, cash of $1,509,600 was held outside of the Trust Account and is available for the payment of offering costs and for working capital purposes. On December 9, 2021, due to the full exercise of the overallotment option by the underwriters, additional transaction costs amounted to $540,000, consisting of cash underwriting fees. A total of $27,270,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $209,070,000.

Following the closing of the Initial Public Offering on December 6, 2021, and the over-allotment on December 9, 2021, an amount of $209,070,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of the Business Combination and after payment of underwriters’ fees and commissions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares, Private Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until December 6, 2022, 12 months from the closing of the Initial Public Offering to complete a Business Combination (or until June 6, 2023, 18 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination in full) (the “Combination Period”). If the Company has not completed a 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 (net of permitted withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If the Company anticipates that it may not be able to consummate the Business Combination by December 6, 2022, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months or until June 6, 2023, to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. Pursuant to the terms of the Certificate of Incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the Business Combination to be extended, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, deposit $2,070,000 ($0.10 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions providing a total possible Business Combination period of 18 months at a total payment value of $4,140,000 ($0.20 per unit). Any such payments would be made in the form of non-interest bearing loans. If the Company completes the Business Combination, the Company, at the option of the Sponsor, repay such loaned amounts out of the proceeds of the Trust Account released to the Company or convert a portion or all of the total loan amount into Units at a price of $10.00 per Unit, which Units will be identical to the Private Placement Units. If the Company does not complete a Business Combination, the Company will repay such loans only from funds held outside of the Trust Account. The stockholders will not be entitled to vote or redeem their shares in connection with any such extension.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) 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 the lesser of (i) $10.10 per Public Share and (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 trust assets, in each case net of the amount of 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 nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (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. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” the Company has until December 6, 2022, to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these condensed consolidated financial statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 6, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 24, 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 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 statement 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 condensed 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 condensed financial statements and the reported amounts of revenues and 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 condensed 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.

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 did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with ASC 320, “Investments - Debt and Equity Securities” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs were charged to temporary equity upon the completion of the Initial Public Offering.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements 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. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 33.43% for the three months ended September 30, 2022, 100.79% for the nine months ended September 30, 2022 and 0.00% for the period from September 2, 2021 (inception) through September 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, due to the valuation allowance on the deferred tax assets.

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 September 30, 2022 and 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 has been subject to income taxation 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.

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 is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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 in temporary equity. At all other times, common stock is 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, at September 30, 2022 and December 31, 2021, the Public Shares are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. This method would view the end of the reporting period as if it were also the redemption date for the security.

At September 30, 2022 and December 31, 2021, the common stock subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table:


Gross proceeds	$	207,000,000
Less:
Proceeds allocated to Public Rights		(17,595,000)
Common stock issuance costs		(4,552,520)
Plus:
Accretion of carrying value to redemption value		24,217,520
Common stock subject to possible redemption as of December 31, 2021		209,070,000
Plus:
Remeasurement of carrying value to redemption value		704,341
Common stock subject to possible redemption as of September 30, 2022	$	209,774,341

Net Income (Loss) per Common Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of common stock 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 Rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exchange of the Rights is contingent upon the occurrence of future events. The Rights may be exchanged for 2,070,000 shares of common stock in the aggregate. As of September 30, 2022, the Company did not have any dilutive securities or 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 net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts):


	For the Three		For the Nine
	Months Ended		Months Ended
	September 30, 2022		September 30, 2022
	Common Stock		Common Stock
Basic and diluted net income (loss) per common stock
Numerator:
Net income (loss)	$	326,264	$	(1,470)
Denominator:
Basic and diluted weighted average shares outstanding		26,851,000		26,851,000

Basic and diluted net income (loss) per common stock	$	0.01	$	(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 Deposit Insurance Corporation Coverage of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

In June 2016, FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The Company expects to adopt the provisions of this guidance on January 1, 2023. The adoption is not expected to have a material impact on the Company’s condensed financial statements.

Besides the above, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted. would have a material effect on the accompanying condensed financial statements.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry and has concluded that while it is reasonably possible that the virus and the war in Ukraine 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 condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Registration Rights

Pursuant to a registration rights agreement entered into on December 1, 2021, the holders of the Founder Shares, Representative Shares, Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued upon conversion of Working Capital Loans and loans that may be made by the Sponsor or its designee in connection with the extension of the Combination Period are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters may only make a demand on one occasion and only during the 5-year period beginning on the effective date of the registration statement of which the Initial Public Offering forms a part. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Units or shares issued in payment of working capital loans made to the Company can elect to exercise these registration rights at any time after it consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of initial Business Combination’ provided, however, that the underwriters may participate in a “piggy-back” registration only during the 7-year period beginning on the effective date of the registration statement of which the Initial Public Offering forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company had granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 2,700,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On December 9, 2021, the underwriters elected to fully exercise the over-allotment option to purchase an additional 2,700,000 Public Shares at a price of $10.00 per Public Share.

Representative Shares

The Company had issued to EarlyBirdCapital, the underwriter, 180,000 representative founder (the “Representative Shares”) shares for nominal consideration, subsequently paid in October 2021. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until 30 days after the completion of the Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which the Initial Public Offering forms a part pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(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 effective date of the registration statement, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

The Company have granted the holders of these shares the registration rights. In compliance with FINRA Rule 5110(g)(8), the registration rights granted to the underwriters are limited to demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the Initial Public Offering with respect to the registration under the Securities Act and demand rights may only be exercised on one occasion.

Business Combination Marketing Agreement

The Company engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist in holding meetings with the stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the Business Combination, assist in obtaining stockholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). In addition, the Company will pay EarlyBirdCapital a cash fee in an amount equal to 1.0% of the total consideration payable to the target in the Business Combination if EarlyBirdCapital introduces the target business with whom the Company completes the Business Combination; provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the registration statement, unless such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110.

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2022

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 6,151,000 shares of common stock issued and outstanding, excluding 20,700,000 shares subject to redemption, of which an aggregate of 675,000 shares are no longer subject to forfeiture due to the underwriters’ over-allotment option being fully exercised, so that the number of shares of common stock will equal 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (excluding the Representative Shares and Private Shares).

Holders of record of the Company’s common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the Company’s Business Combination, the insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to this offering, including both the Founder Shares and the Private Shares, and any Public shares acquired in the open market, in favor of the initial Business Combination.

The Company will consummate the Business Combination only if Public Stockholders do not exercise redemption rights in an amount that would cause the net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Business Combination and after payment of underwriters’ fees and commissions and a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination.

Pursuant to the Certificate of Incorporation, if the Company does not consummate the Business Combination within the Combination Period, it 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 100% of the outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company’s insiders have agreed to waive their rights to share in any distribution with respect to their Founder Shares and Private Shares.

The stockholders have no redemption, pre-emptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that Public Stockholders have the right to sell their shares to the Company in any tender offer or have their shares of common stock redeemed to cash equal to their pro rata share of the Trust Account if they vote on the proposed Business Combination and the Business Combination is completed. If the Company hold a stockholder vote to amend any provisions of the Certificate of Incorporation relating to stockholder’s rights or pre-Business Combination activity (including the substance or timing within which the Company has to complete a Business Combination), the Company will provide the Public Stockholders with the opportunity to redeem their shares of common stock 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 earned on the funds held in the Trust Account and not previously released to the Company to pay the franchise and income taxes, divided by the number of then outstanding Public Shares, in connection with any such vote. In either of such events, redeeming stockholders would be paid their pro rata portion of the Trust Account promptly following consummation of the Business Combination or the approval of the amendment to the Certificate of Incorporation. If the Business Combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts.

Rights — Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis, and each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10 of a share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-SubTopic 10
-Section S99
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-Subparagraph (SX 210.3-04)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2022

FAIR VALUE MEASUREMENTS

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 assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held to maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At September 30, 2022, assets held in the Trust Account were comprised of $13,014 in cash and $210,098,550 in U.S. Treasury securities. During the three and nine months ended September 30, 2022, the Company withdrew $66,351 of interest income from the Trust Account to pay franchise and income taxes.

At December 31, 2021, assets held in the Trust Account were comprised of $5,427 in cash and $209,081,449 in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account.

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 December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at September 30, 2022 and December 31, 2021 are as follows:


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain		Fair Value
September 30, 2022	U.S. Treasury Securities (Mature on 12/13/22)	1	$	210,098,550	$	87,019	$	210,185,569
December 31, 2021	U.S. Treasury Securities (Mature on 6/9/2022)	1	$	209,081,449	$	13,137	$	209,094,586

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Offering Costs

Income Taxes

Common Stock Subject to Possible Redemption

At September 30, 2022 and December 31, 2021, the common stock subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table:


Gross proceeds	$	207,000,000
Less:
Proceeds allocated to Public Rights		(17,595,000)
Common stock issuance costs		(4,552,520)
Plus:
Accretion of carrying value to redemption value		24,217,520
Common stock subject to possible redemption as of December 31, 2021		209,070,000
Plus:
Remeasurement of carrying value to redemption value		704,341
Common stock subject to possible redemption as of September 30, 2022	$	209,774,341

Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts):


	For the Three		For the Nine
	Months Ended		Months Ended
	September 30, 2022		September 30, 2022
	Common Stock		Common Stock
Basic and diluted net income (loss) per common stock
Numerator:
Net income (loss)	$	326,264	$	(1,470)
Denominator:
Basic and diluted weighted average shares outstanding		26,851,000		26,851,000

Basic and diluted net income (loss) per common stock	$	0.01	$	(0.00)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Common Stock Subject to Possible Redemption Reconciliation

At September 30, 2022 and December 31, 2021, the common stock subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table:


Gross proceeds	$	207,000,000
Less:
Proceeds allocated to Public Rights		(17,595,000)
Common stock issuance costs		(4,552,520)
Plus:
Accretion of carrying value to redemption value		24,217,520
Common stock subject to possible redemption as of December 31, 2021		209,070,000
Plus:
Remeasurement of carrying value to redemption value		704,341
Common stock subject to possible redemption as of September 30, 2022	$	209,774,341

Reconciliation of Net income (loss) per share of common stock

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts):


	For the Three		For the Nine
	Months Ended		Months Ended
	September 30, 2022		September 30, 2022
	Common Stock		Common Stock
Basic and diluted net income (loss) per common stock
Numerator:
Net income (loss)	$	326,264	$	(1,470)
Denominator:
Basic and diluted weighted average shares outstanding		26,851,000		26,851,000

Basic and diluted net income (loss) per common stock	$	0.01	$	(0.00)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 09, 2021 USD ($) $ / shares shares	Dec. 06, 2021 USD ($) $ / shares item M shares	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2022 USD ($) item $ / shares	Dec. 31, 2021 USD ($) $ / shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Operating revenues				$ 0
Cash and marketable securities held in Trust Account	$ 209,070,000	$ 181,800,000	$ 210,111,564	210,111,564	$ 209,086,874
Investment of proceeds into Trust Account	27,270,000		66,351	$ 66,351
Transaction Costs	4,012,520
Underwriting fees	3,600,000
Other offering costs	412,520
Cash	$ 1,509,600
Per unit value of funds held in Trust Account \| $ / shares	$ 10.10
Condition for future business combination number of combinations minimum \| item				1
Condition for future business combination number of businesses minimum \| item				1
Condition for future business combination use of proceeds percentage				80
Condition for future business combination threshold Percentage Ownership				50
Condition For Future Business Combination Threshold Net Tangible Assets			$ 5,000,001	$ 5,000,001
Redemption Limit Percentage Without Prior Consent				20
Obligation to redeem public shares if entity does not complete a business combination (as a percent)				100.00%
Months to complete acquisition \| M		12
Months to complete acquisition, extension \| M		18
Redemption Period Upon Closure		10 days
Maximum Allowed Dissolution Expenses		$ 100,000
Number of times to extend business acquisition \| item		2
Length of business acquisition extension \| M		3
Regulatory assets and liabilities				$ 0
Scenario 1, Five Days Advance Notice Prior to Application Deadline
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Advance notice for acquisition extension		5 days
Price per unit cost to extend acquisition period \| $ / shares		$ 0.10
Scenario 2, on or prior to the date of the applicable deadline
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Months to complete acquisition, extension \| M		18
Length of business acquisition extension \| M		3
Price per unit cost to extend acquisition period \| $ / shares		$ 0.20
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Shares Issued Price Per Share \| $ / shares		10.00
Per unit value of funds held in Trust Account \| $ / shares		$ 10.10
Common stock subject to possible redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from issuance initial public offering				$ 207,000,000	$ 207,000,000
Redemption price per share \| $ / shares			$ 10.13	$ 10.13	$ 10.10
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares		18,000,000
Shares Issued Price Per Share \| $ / shares		$ 10.00
Proceeds from issuance initial public offering		$ 180,000,000
Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares	81,000	715,000
Shares Issued Price Per Share \| $ / shares	$ 10.00	$ 10.00
Proceeds from issuance of private placement	$ 27,810,000	$ 7,150,000
Private Placement \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares		715,000
Shares Issued Price Per Share \| $ / shares		$ 10.00
Portion of proceeds from a private placement contributed to the Trust Account		$ 1,800,000
Proceeds from issuance of private placement		$ 7,150,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares	2,700,000	2,700,000
Shares Issued Price Per Share \| $ / shares	$ 10.00
Proceeds from issuance initial public offering	$ 27,000,000
Cash underwriting fees	$ 540,000
Over-allotment option \| Scenario 1, Five Days Advance Notice Prior to Application Deadline
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Payments to extend business acquisition deadline, per extension		$ 2,070,000
Over-allotment option \| Scenario 2, on or prior to the date of the applicable deadline
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Total payments to extend business acquisition deadline		$ 4,140,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Effective tax rate	0.00%	33.43%	100.79%
Statutory tax rate (as a percent)		21.00%	21.00%
Unrecognized tax benefits		$ 0	$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties		0	$ 0	0
Components of Common Stock Subject to Possible Redemption
Remeasurement of carrying value to redemption value		$ 704,341
Net Income (Loss) per Common Share
Aggregate number of shares of common stock into which Rights may be converted		2,070,000	2,070,000
Numerator:
Net income (loss)		$ 326,264	$ (1,470)
Denominator:
Basic, weighted average shares outstanding		26,851,000	26,851,000
Diluted weighted average shares outstanding		26,851,000	26,851,000
Basic net income (loss) per common stock		$ 0.01	$ 0.00
Diluted net income (loss) per common stock		$ 0.01	$ 0.00
Common stock subject to possible redemption
Components of Common Stock Subject to Possible Redemption
Gross proceeds			$ 207,000,000	207,000,000
Proceeds allocated to Public Rights			(17,595,000)	(17,595,000)
Common stock issuance costs			(4,552,520)	(4,552,520)
Accretion of carrying value to redemption value			704,341	24,217,520
Common stock subject to possible redemption as of December 31, 2021			209,070,000
Common stock subject to possible redemption as of September 30, 2022		$ 209,774,341	$ 209,774,341	$ 209,070,000

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			1 Months Ended	9 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Dec. 09, 2021 shares	Oct. 07, 2021 USD ($) shares	Dec. 31, 2021 shares	Sep. 30, 2022 D $ / shares shares	Dec. 31, 2021 shares
RELATED PARTY TRANSACTIONS
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders				20.00%	20.00%
Restrictions on transfer period of time after business combination completion				1 year
Founder Shares
RELATED PARTY TRANSACTIONS
Share dividend			0.2
Founder Shares \| Sponsor
RELATED PARTY TRANSACTIONS
Offering costs paid by sponsor in exchange for issuance of founder shares \| $		$ 25,000
Number of shares issued		4,312,500
Aggregate number of shares owned			5,175,000		5,175,000
Shares subject to forfeiture	675,000			0
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders	20.00%
Percentage of founders shares subject to exceptions				50.00%
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				30

STOCKHOLDERS' EQUITY - Common Stock (Details)	9 Months Ended	12 Months Ended
STOCKHOLDERS' EQUITY - Common Stock (Details)	Sep. 30, 2022 USD ($) Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares
STOCKHOLDERS' EQUITY
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, votes per share \| Vote	1	1
Shares no longer subject to forfeiture	675,000	675,000
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders	20.00%	20.00%
Condition for future business combination threshold net tangible assets \| $	$ 5,000,001
Threshold business days for redemption of public shares	10 days
Obligation to redeem public shares if entity does not complete a business combination (as a percent)	100.00%
Number of shares issued per right	0.10
Common stock not subject to possible redemption
STOCKHOLDERS' EQUITY
Common stock, votes per share \| Vote	1	1
Common stock, shares issued (in shares)	6,151,000	6,151,000
Common stock, shares outstanding (in shares)	6,151,000	6,151,000
Common stock subject to possible redemption
STOCKHOLDERS' EQUITY
Common stock subject to possible redemption	20,700,000	20,700,000

RELATED PARTY TRANSACTIONS (Details) - USD ($)		3 Months Ended	9 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 01, 2021	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 06, 2021	Sep. 02, 2021
Promissory Notes with Related parties
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note						$ 300,000
Promissory note, outstanding		$ 0	$ 0	$ 0
Outstanding balance					$ 135,463
Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Expenses per month	$ 13,000
Expenses incurred		39,000	117,000
Administrative Support Agreement \| Accounts payable and accrued expenses
RELATED PARTY TRANSACTIONS
Expenses incurred			13,000
Related Party Loans
RELATED PARTY TRANSACTIONS
Proceeds held in trust account used to repay working capital loans			0
Amount of working capital loans which may be converted into warrants		1,500,000	1,500,000
Outstanding balance		$ 0	$ 0	$ 0
Related Party Loans \| Working Capital Loans
RELATED PARTY TRANSACTIONS
Price of warrant		$ 10.00	$ 10.00

COMMITMENTS AND CONTINGENCIES (Details)				1 Months Ended	9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Dec. 09, 2021 $ / shares shares	Dec. 06, 2021 $ / shares shares	Dec. 01, 2021 item	Oct. 31, 2021 item shares	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities			1
Period of time underwriters may make demand for additional securities			5 years
Restrictions on transfer period of time after business combination completion					1 year
Percent of cash fee paid to underwriters for miscellaneous services					3.5
Percent of cash fee paid to underwriters for introducing the target company					1.0
Period of time cash fee must be paid to underwriters					60 days
Sponsor
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities			2
Period of time sponsors may exercise registration rights			3 months
Purchase price, per unit \| $ / shares		$ 10.00
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities				1
Period of time sponsors may exercise registration rights		45 days
Number of units issued \| shares	2,700,000	2,700,000
Purchase price, per unit \| $ / shares	$ 10.00
Founder Shares
COMMITMENTS AND CONTINGENCIES
Number of units issued \| shares				180,000
Restrictions on transfer period of time after business combination completion				30 days
Piggy-Back Option
COMMITMENTS AND CONTINGENCIES
Period of time underwriters may make demand for additional securities			7 years
Piggy-Back Option \| Minimum
COMMITMENTS AND CONTINGENCIES
Period of time underwriters may make demand for additional securities				5 years
Piggy-Back Option \| Maximum
COMMITMENTS AND CONTINGENCIES
Period of time underwriters may make demand for additional securities				7 years

INITIAL PUBLIC OFFERING (Details) - USD ($)	Dec. 09, 2021	Dec. 09, 2021	Dec. 06, 2021
Initial Public Offering and Over Allotment Option
INITIAL PUBLIC OFFERING
Number of units issued	20,700,000
Proceeds from issuance initial public offering	$ 207,000,000
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units issued			18,000,000
Purchase price, per unit			$ 10.00
Number of shares included in each unit			1
Number of rights included in each unit			1
Number of shares issuable per right			0.10
Proceeds from issuance initial public offering			$ 180,000,000
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units issued		2,700,000	2,700,000
Purchase price, per unit	$ 10.00	$ 10.00
Proceeds from issuance initial public offering		$ 27,000,000

PRIVATE PLACEMENT (Details) - USD ($)	Dec. 09, 2021	Dec. 06, 2021
Private Placement
PRIVATE PLACEMENT
Number of units issued	81,000	715,000
Purchase price, per unit	$ 10.00	$ 10.00
Proceeds from issuance of private placement	$ 27,810,000	$ 7,150,000
Number of shares included in each unit		1
Number of rights included in each unit		1
Number of shares issuable per right		0.1
Over-allotment option
PRIVATE PLACEMENT
Number of units issued	2,700,000	2,700,000
Purchase price, per unit	$ 10.00

FAIR VALUE MEASUREMENTS (Details) - USD ($)		3 Months Ended	9 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 09, 2021	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Fair value of Trust Assets comprised in cash		$ 13,014	$ 13,014	$ 5,427
Fair value of Trust Assets comprised in U.S. Treasury securities		210,098,550	210,098,550	209,081,449
Cash withdrawn from Trust Account to pay franchise and income taxes	$ 27,270,000	66,351	66,351
Level 1 \| U.S. Treasury Securities \| Recurring
Gross holding gains and fair value of held-to-maturity securities
Amortized Cost		210,098,550	210,098,550	209,081,449
Gross Holding Gain		87,019	87,019	13,137
Fair Value		$ 210,185,569	$ 210,185,569	$ 209,094,586