Viveon Health Acquisition (VHAQ) 10-K 31 Mar 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	VIVEON HEALTH ACQUISITION CORP.
Trading Symbol	VHAQ
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		10,064,124
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001823857
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39827
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2788202
Entity Address, Address Line One	c/o Gibson, Deal & Fletcher, PCSpalding Exchange
Entity Address, Address Line Two	3953 Holcomb Bridge Road
Entity Address, Address Line Three	Suite 200
Entity Address, City or Town	Norcross
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30092
City Area Code	(404)
Local Phone Number	-861-5393
Title of 12(b) Security	Common Stock
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Auditor Firm ID	688
Auditor Name	Marcum llp
Auditor Location	New York, NY

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 395,235	$ 3,096,956
Prepaid expenses	3,863	660,695
Due from related party	15,000
Total current assets	414,098	3,757,651
Investment held in Trust Account	203,282,989	203,262,660
Total Assets	203,697,087	207,020,311
Current liabilities:
Accounts payable	47,720
Accrued costs and expenses	1,927,662	958,292
Franchise tax payable	197,200
Other payable - related party		364,880
Promissory note - related party		228,758
Due to related party	15,850	5,806
Total current liabilities	2,188,432	1,557,736
Deferred underwriting fee	7,043,750	7,043,750
Warrant liability	4,188,221	10,763,361
Total Liabilities	13,420,403	19,364,847
Commitments and Contingencies (see Note 7)
Common Stock subject to possible redemption, 20,125,000 shares at redemption value of $10.10 per share	203,262,500	203,262,500
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock not subject to possible redemption, $0.0001 par value; 60,000,000 shares authorized; 5,031,250 issued and outstanding (excluding 20,125,000 shares subject to redemption)	503	503
Additional paid-in capital	157,140
Accumulated deficit	(13,143,459)	(15,607,539)
Total Stockholders’ Deficit	(12,985,816)	(15,607,036)
Total Liabilities and Stockholders’ Deficit	$ 203,697,087	$ 207,020,311

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals)	Dec. 31, 2021$ / sharesshares
Statement of Financial Position [Abstract]
Common stock subject to possible redemption shares	20,125,000
Redemption value, per share (in Dollars per share) | $ / shares	$ 10.1
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	60,000,000
Common stock, shares issued	5,031,250
Common stock, shares outstanding	5,031,250

Statements of Operations

Statements of Operations - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Statement [Abstract]
Operating costs	$ 26,032	$ 1,050,016
Professional fees		2,701,431
Franchise tax		197,200
Stock compensation expense	424,440	157,140
Loss from operations	(450,472)	(4,105,787)
Other income (expense)
Interest earned on investments held in Trust Account	160	20,329
Interest earned on bank account	53	147
Warrant transaction costs	(24,973)
Excess of fair value of Private Warrants over cash received	(631,197)
Change in fair value of warrant liability	(1,132,164)	6,575,140
Total other income (expense)	(1,788,121)	6,595,616
Net income (loss)	$ (2,238,593)	$ 2,489,829
Weighted average shares outstanding, basic and diluted (in Shares)	2,467,645	20,125,000
Basic and diluted net income (loss) per common share (in Dollars per share)	$ (0.91)	$ 0.1

Statements of Changes in Stockh

Statements of Changes in Stockholder’s (Deficit) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Aug. 07, 2020
Balance (in Shares) at Aug. 07, 2020
Common stock issued to founders	$ 503	24,497		25,000
Common stock issued to founders (in Shares)	5,031,250
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs		9,775,729		9,775,729
Proceeds from Initial Public Offering allocated to Public Rights, net of offering costs		8,601,099		8,601,099
Stock compensation expense		424,440		424,440
Accretion of common stock subject to redemption to redemption amount		(18,825,765)	(13,368,946)	(32,194,711)
Net income (loss)			(2,238,593)	(2,238,593)
Balance at Dec. 31, 2020	$ 503		(15,607,539)	(15,607,036)
Balance (in Shares) at Dec. 31, 2020	5,031,250
Proceeds from Initial Public Offering allocated to Public Rights, net of offering costs
Additional offering costs related to the Initial Public Offering			(25,749)	(25,749)
Stock compensation expense		157,140		157,140
Net income (loss)			2,489,829	2,489,829
Balance at Dec. 31, 2021	$ 503	$ 157,140	$ (13,143,459)	$ (12,985,816)
Balance (in Shares) at Dec. 31, 2021	5,031,250

Statements of Cash Flows

Statements of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (2,238,593)	$ 2,489,829
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investments held in Trust Account	(160)	(20,329)
Excess of fair value of Private Warrants	631,197
Change in fair value of warrant liability	1,132,164	(6,575,140)
Warrant transaction costs	24,973
Stock compensation expense	424,440	157,140
Changes in operating assets and liabilities:
Prepaid expenses	(660,695)	656,832
Due from related party		(15,000)
Other payable - related party	364,880
Accounts payable		47,720
Accrued costs and expenses	958,292	969,370
Franchise tax payable		197,200
Due to related party	5,806	10,044
Net cash (used in) provided by operating activities	642,304	(2,082,334)
Cash Flows from Investing Activities:
Investments held in Trust	(203,262,500)
Net cash used in investing activities	(203,262,500)
Cash Flows from Financing Activities:
Proceeds from sale of common stock to initial stockholders	25,000
Proceeds from sale of Units, net of cash underwriting fee	197,225,000
Proceeds from issuance of Private Warrants	9,000,000
Proceeds from promissory note - related party	228,758
Payment of promissory note - related party		(228,758)
Payment of other payable - related party		(364,880)
Offering costs paid	(761,606)	(25,749)
Net cash (used in) provided by financing activities	205,717,152	(619,387)
Net change in cash	3,096,956	(2,701,721)
Cash - beginning of period		3,096,956
Cash - end of period	3,096,956	395,235
Supplemental disclosure of noncash investing and financing activities:
Accretion of common stock subject to redemption to redemption value	32,194,711
Deferred underwriting fee payable	$ 7,043,750

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Description of Organization, Business Operations and Going Concern	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Viveon Health Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware company on August 7, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). The Company has neither engaged in any operations nor generated any revenues to date. The Company’s only activities from August 7, 2020 (inception) through December 31, 2021 were organizational activities, those necessary to prepare for the Company’s initial public offering (the “Initial Public Offering”), described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company does not expect to generate any operating revenues until after the completion of our Business Combination. The Company generates non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. The Company incurs expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. The Company’s sponsor is Viveon Health, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2020. On December 28, 2020, the Company consummated the Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is discussed in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 18,000,000 warrants (the “Private Warrants”), at a price of $0.50 per Private Warrant, which is discussed in Note 5. On December 30, 2020, the underwriters fully exercised the over-allotment option by purchasing 2,625,000 Units (the “Over-Allotment Units”), generating aggregate of gross proceeds of $26,250,000. Upon closing of the Initial Public Offering and the sale of the Over-Allotment Units, $203,262,500 (approximately $10.10 per Unit) from net offering proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the Initial Public Offering will not be released from the Trust Account until the earliest to occur of (1) the completion of the initial Business Combination within 15 months and (2) the Company’s redemption of 100% of the outstanding Public Shares if the Company has not completed a Business Combination in the required time period. While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing 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 having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, 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 an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting called for such purpose at which public stockholders may seek to convert their Public Shares, regardless of whether they vote for or against the proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable) or (2) provide its public stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity If the Company determines to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its Public Shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that the Company is unable to satisfy any applicable closing condition set forth in the definitive agreement related to its initial Business Combination, or the Company is unable to maintain net tangible assets of at least $5,000,001, the Company will not consummate such initial Business Combination. The decision as to whether it will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company provides stockholders with the opportunity to sell their shares to it by means of a tender offer, it will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. If the Company seeks stockholder approval of its initial Business Combination, the Company will consummate the Business Combination only if a majority of the outstanding shares of common stock present in person or by proxy at a meeting of the Company are voted in favor of the Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Amended and Restated 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 Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering, without the Company’s prior consent. The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 15 months from the closing of the Initial Public Offering (the “Combination Period”) or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provide its public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete its initial 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 five business days thereafter, redeem 100% of the outstanding Public Shares (including any Units or Public Shares that its initial stockholders or their affiliates purchased in the Initial Public Offering or later acquired in the open market or in private transactions), which 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 practicable following such redemption, subject to the approval of the Company’s remaining holders of common stock and its board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to its obligations to provide for claims of creditors and the requirements of applicable law. The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note 6) held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination within the Combination Period. Merger Agreement On January 12, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) by and among the Company, VHAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Suneva Medical, Inc., a Delaware corporation (“Suneva”). Pursuant to the terms of the Merger Agreement, a Business Combination between the Company and Suneva will be effected through the merger of Merger Sub with and into Suneva, with Suneva surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). The board of directors of the Company has (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of the Company. Going Concern As of December 31, 2021, the Company had $395,235 of cash and cash equivalents held outside the Trust Account available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2021 and December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Merger as discussed above. There is no assurance that the Company’s plans to consummate the Merger will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks & Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a prospective partner company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	12 Months Ended
	Dec. 31, 2021
Disclosure Text Block Supplement [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation for the audit of the Company’s financial statements for the fiscal year ended December 31, 2021, management identified certain transactions the Company had not been accounting for properly. Those transactions consist of the following ● On April 30, 2021 the Sponsor transferred 27,000 Founder Shares of the Company to a fourth director (the “Additional Transferee”) for a nominal fee. The Company did not recognize stock-based compensation associated with the transfer of the Founder Shares to the Additional Transferee in quarterly filings for June 30, 2021 and September 30, 2021. The Company has since determined that the transfer of the Founder Shares to the Additional Transferee constitutes a stock award of the Company granted to a member of the board of directors on April 30, 2021 as compensation for the Additional Transferee’s services as a member of the board of directors. This award is subject to ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). The Founder Shares vested immediately, and, as such, in accordance with ASC 718, the Company must recognize compensation expense in an amount equal to the number of Founders Shares transferred times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. ● The Company determined that it was incorrectly recognizing and accruing formation and operating costs in connection with the Company’s administrative support agreement with the Sponsor, resulting in an overstatement of formation and operating costs and accrued costs and other expenses in quarterly filings for March 31, 2021, June 30, 2021, and September 30, 2021. ● The Company determined that it inappropriately recognized a payment made on behalf of a related entity as expense of the Company in its quarterly filing for September 30, 2021. The payment should have been recorded as an amount due from a related party. ● The Company failed to recognize and accrue legal and consulting expenses in connection with its Business Combination, resulting in and understatement of formation and operating costs and accrued costs and other expenses in its quarterly filings for March 31, 2021, June 30, 2021, and September 30, 2021. The aforementioned adjustments result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position or total operating, investing or financing cash flows. The following tables summarize the effect of the adjustments on each financial statement line item as of the dates, and for the periods, indicated: March 31, 2021 As Adjustments As Condensed Balance Sheet (unaudited) Accrued costs and expenses $ 53,341 $ 53,443 $ 106,784 Due to related party $ 55,806 $ (39,555 ) $ 16,251 Total current liabilities $ 109,147 $ 13,888 $ 123,035 Total liabilities $ 14,018,585 $ 13,888 $ 14,032,473 Accumulated deficit $ (12,051,955 ) $ (13,888 ) $ (12,065,843 ) Total stockholders’ deficit $ (12,051,452 ) $ (13,888 ) $ (12,065,340 ) March 31, 2021 As Adjustments As Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Formation and operating costs $ 321,433 $ 13,888 $ 335,321 Loss from operations $ (321,433 ) $ (13,888 ) $ (335,321 ) Net income $ 3,581,333 $ (13,888 ) $ 3,567,445 Basic and diluted net income per share - redeemable common stock $ 0.15 $ — $ 0.15 Basic and diluted net income per share - nonredeemable common stock $ 0.15 $ — $ 0.15 March 31, 2021 As Adjustments As Condensed Statement of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2021 (unaudited) Net income $ 3,581,333 $ (13,888 ) $ 3,567,445 Accumulated deficit $ (12,051,955 ) $ (13,888 ) $ (12,065,843 ) Total stockholders’ deficit $ (12,051,452 ) $ (13,888 ) $ (12,065,340 ) March 31, 2021 As Adjustments As Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Net income $ 3,581,333 $ (13,888 ) $ 3,567,445 Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Changes in operating assets and liabilities Accrued costs and expenses $ (930,700 ) $ 53,443 $ (877,257 ) Due to related party $ 50,000 $ (39,555 ) $ 10,445 June 30, 2021 As Adjustments As Condensed Balance Sheet (unaudited) Accrued costs and expenses $ 75,767 $ 1,411,278 $ 1,487,045 Due to related party $ 115,806 $ (99,661 ) $ 16,145 Total current liabilities $ 191,573 $ 1,311,617 $ 1,503,190 Total liabilities $ 13,867,138 $ 1,311,617 $ 15,178,755 Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (12,461,107 ) $ (1,468,757 ) $ (13,929,864 ) Total stockholders’ deficit $ (12,460,604 ) $ (1,311,617 ) $ (13,772,221 ) June 30, 2021 As Adjustments As Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Formation and operating costs $ 648,124 $ 1,297,729 $ 1,945,853 Stock compensation expense $ — $ 157,140 $ 157,140 Loss from operations $ (648,124 ) $ (1,454,869 ) $ (2,102,993 ) Net loss $ (409,152 ) $ (1,454,869 ) $ (1,864,021 ) Basic and diluted net income per share - redeemable common stock $ (0.02 ) $ (0.06 ) $ (0.08 ) Basic and diluted net income per share - nonredeemable common stock $ (0.02 ) $ (0.06 ) $ (0.08 ) Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Formation and operating costs $ 969,557 $ 1,311,617 $ 2,281,174 Stock compensation expense $ — $ 157,140 $ 157,140 Loss from operations $ (969,557 ) $ (1,468,757 ) $ (2,438,314 ) Net income $ 3,172,181 $ (1,468,757 ) $ 1,703,424 Basic and diluted net income per share - redeemable common stock $ 0.13 $ (0.06 ) $ 0.07 Basic and diluted net income per share - nonredeemable common stock $ 0.13 $ (0.06 ) $ 0.07 June 30, 2021 As Adjustments As Condensed Statement of Changes in Stockholders’ Deficit for the Three Months Ended June 30, 2021 (unaudited) Stock compensation expense $ — $ 157,140 $ 157,140 Net loss $ (409,152 ) $ (1,454,869 ) $ (1,864,021 ) Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (12,461,107 ) $ (1,468,757 ) $ (13,929,864 ) Total stockholders’ deficit $ (12,460,604 ) $ (1,311,617 ) $ (13,772,221 ) Condensed Statement of Changes in Stockholders’ Deficit for the Six Months Ended June 30, 2021 (unaudited) Stock compensation expense $ — $ 157,140 $ 157,140 Net income $ 3,172,181 $ (1,468,757 ) $ 1,703,424 Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (12,461,107 ) $ (1,468,757 ) $ (13,929,864 ) Total stockholders’ deficit $ (12,460,604 ) $ (1,311,617 ) $ (13,772,221 ) June 30, 2021 As Adjustments As Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Net income $ 3,172,181 $ (1,468,757 ) $ 1,703,424 Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Adjustments to reconcile net income to net cash used in operating activities: Stock compensation expense $ — $ 157,140 $ 157,140 Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Changes in operating assets and liabilities Accrued costs and expenses $ (908,274 ) $ 1,411,278 $ 503,004 Due to related party $ 110,000 $ (99,661 ) $ 10,339 September 30, 2021 As Adjustments As Condensed Balance Sheet (unaudited) Due from related party $ — $ 15,000 $ 15,000 Total current assets $ 771,390 $ 15,000 $ 786,390 Total assets $ 204,049,255 $ 15,000 $ 204,064,255 Accrued costs and expenses $ 179,527 $ 1,375,970 $ 1,555,497 Due to related party $ 175,806 $ (159,419 ) $ 16,387 Total current liabilities $ 355,333 $ 1,216,551 $ 1,571,884 Total liabilities $ 12,071,810 $ 1,216,551 $ 13,288,361 Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (11,285,558 ) $ (1,358,691 ) $ (12,644,249 ) Total stockholders’ deficit $ (11,285,055 ) $ (1,201,551 ) $ (12,486,606 ) Total liabilities and stockholders’ deficit $ 204,049,255 $ 15,000 $ 204,064,255 September 30, 2021 As Adjustments As Condensed Statement of Operations for the Three Months Ended September 30, 2021 (unaudited) Formation and operating costs $ 788,688 $ (110,066 ) $ 678,622 Loss from operations $ (788,688 ) $ 110,066 $ (678,622 ) Net income $ 1,175,549 $ 110,066 $ 1,285,615 Basic and diluted net income per share - redeemable common stock $ 0.05 $ — $ 0.05 Basic and diluted net income per share - nonredeemable common stock $ 0.05 $ — $ 0.05 Condensed Statement of Operations for the Nine Months Ended September 30, 2021 (unaudited) Formation and operating costs $ 1,758,245 $ 1,201,551 $ 2,959,796 Stock compensation expense $ — $ 157,140 $ 157,140 Loss from operations $ (1,758,245 ) $ (1,358,691 ) $ (3,116,936 ) Net income $ 4,347,730 $ (1,358,691 ) $ 2,989,039 Basic and diluted net income per share - redeemable common stock $ 0.18 $ (0.06 ) $ 0.12 Basic and diluted net income per share - nonredeemable common stock $ 0.18 $ (0.06 ) $ 0.12 September 30, 2021 As Adjustments As Condensed Statement of Changes in Stockholders’ Deficit for the Three Months Ended September 30, 2021 (unaudited) Net income $ 1,175,549 $ 110,066 $ 1,285,615 Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (11,285,558 ) $ (1,358,691 ) $ (12,644,249 ) Total stockholders’ deficit $ (11,285,055 ) $ (1,201,551 ) $ (12,486,606 ) Condensed Statement of Changes in Stockholders’ Deficit for the Nine Months Ended September 30, 2021 (unaudited) Stock compensation expense $ — $ 157,140 $ 157,140 Net income $ 4,347,730 $ (1,358,691 ) $ 2,989,039 Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (11,285,558 ) $ (1,358,691 ) $ (12,644,249 ) Total stockholders’ deficit $ (11,285,055 ) $ (1,201,551 ) $ (12,486,606 ) September 30, 2021 As Adjustments As Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited) Net income $ 4,347,730 $ (1,358,691 ) $ 2,989,039 Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited) Adjustments to reconcile net income to net cash used in operating activities: Stock compensation expense $ — $ 157,140 $ 157,140 Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited) Changes in operating assets and liabilities Due from related party $ — $ (15,000 ) $ (15,000 ) Accrued costs and expenses $ (778,765 ) $ 1,375,970 $ 597,205 Due to related party $ 170,000 $ (159,419 ) $ 10,581

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 4), Rights (as defined in Note 4) common stock subject to redemption and the periodic valuation of the Private Warrants required management to exercise significant judgement in its 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 cash equivalents in the amount of $350,455 and $3,092,771, were held in money market funds as of December 31, 2021 and December 31, 2020, respectively. Investments Held in Trust Account As of December 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in mutual funds which invest in U.S. Treasury securities. The mutual fund assets in the amount of $203,282,989 and $203,262,660 were held in the Trust Account as of December 31, 2021 and December 31, 2020, respectively. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and recorded as a warrant liability. In accordance with guidance contained in ASC 815, the Public Warrants (as defined in Note 4) qualify for equity treatment. The Private Warrants do not qualify as equity and are recorded as a liability at fair value. Changes in the estimated fair value of the Private Warrants are recognized as a non-cash gain or loss on the statements of operations. Common Stock Subject to Possible Redemption All of the 20,125,000 Public Shares sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters’ over-allotment option contain a redemption feature which allows for the redemption of such redeemable common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. There was no change in redemption value for the year ended December 31, 2021. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the redeemable common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 201,250,000 Less: Fair value of Public Warrants at issuance (10,384,500 ) Fair value of Rights at issuance (9,136,750 ) Issuance costs allocated to common stock subject to possible redemption (10,660,961 ) Plus: Accretion of carrying value to redemption value 32,194,711 Common stock subject to possible redemption $ 203,262,500 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and December 31, 2020. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 for the year ended December 31, 2021 and for the period from August 7, 2020 (inception) through December 31, 2020. 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. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 19,062,500 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the For the Redeemable Nonredeemable Redeemable Nonredeemable Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 2,074,858 $ 414,971 $ (124,197 ) $ (2,114,396 ) Denominator: Weighted Average Common Stock 20,125,000 4,025,000 136,905 2,330,740 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.91 ) $ (0.91 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 11 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the Private Warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820 with changes in fair value recognized in the statement of operations in the period of change. In accordance with ASC Topic 825, Financial Instruments Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2021
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING On December 28, 2020, the Company sold 17,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, par value $0.0001 per share, one redeemable warrant (the “Public Warrants”) and one right (the “Rights”). Each Public Warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share. Each Right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of an initial Business Combination. On December 30, 2020, the Company sold 2,625,000 Over-Allotment Units pursuant to the underwriters’ full exercise of the over-allotment option (see Note 7), generating aggregate of gross proceeds of $26,250,000.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2021
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 18,000,000 Private warrants at a price of $0.50 per warrant ($9,000,000 in the aggregate), each exercisable to purchase one-half of a share common stock at a price of $11.50 per whole share, in a Private Placement that closed simultaneously with the closing of this offering. A portion of the purchase price of the Private Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Sponsor paid $25,000, or approximately $0.007 per share, to cover certain offering costs in consideration for 3,593,750 shares of common stock, par value $0.0001 (the “Founder Shares”). On December 3, 2020, the Company declared a share dividend of 0.36 for each outstanding share, resulting in 4,887,500 shares outstanding, and on December 22, 2020 the Company declared a share dividend of 0.03 resulting in 5,031,250 shares which includes an aggregate of up to 656,250 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, and up to an aggregate of 1,006,250 shares of common stock (or 875,000 shares of common stock to the extent that the underwriters’ over-allotment is not exercised, pro rata) that are subject to forfeiture to the extent that Rights are exercised upon consummation of an initial Business Combination. In connection with the underwriters’ fully exercise of their over-allotment option on December 30, 2020 (see Note 4), the 656,250 shares were no longer subject to forfeiture. The Founder Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to its initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and stockholders) participating in the Private Placement of the Private Warrants, officers, directors, stockholders, employees and members of the Company’s Sponsor and its affiliates, (2) amongst initial stockholders or their respective affiliates, or to the Company’s officers, directors, advisors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 656,250 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part or in connection with the consummation of the Company’s initial Business Combination. On December 23, 2020, the Sponsor transferred 81,000 of its Founder Shares of the Company to three board members (the “Transferees”) (27,000 Founder Shares to each Transferee) for a nominal fee. On April 30, 2021, the Sponsor subsequently transferred 27,000 of its Founder Shares of the Company to a new board member (the “Additional Transferee”, and, together with the Transferees, the “Directors”). These awards are subject to ASC Topic 718, Compensation – Stock Compensation Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares vested immediately, and, as such, in accordance with ASC 718 Promissory Note – Related Party The Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. On January 13, 2021, the Company paid the $228,758 balance on the note from the proceeds of the Initial Public Offering. As of December 31, 2021 and December 31, 2020, there was $0 and $228,758 outstanding, respectively, under the Note. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would be repaid upon consummation of the Company’s initial Business Combination, without interest. As of December 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date of the Company’s final prospectus, the Company has agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, utilities and secretarial support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company has incurred $249,479 and accrued $10,044 of administrative service fees for the year ended December 31, 2021. Any unpaid amounts are accrued in Due to related party.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7. COMMITMENTS AND CONTINGENCIES Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 2,625,000 additional shares of Class A common stock to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on December 28, 2020. The underwriter was paid a cash underwriting fee of $0.20 per share, or $4,025,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per share, or $7,043,750 in the aggregate was payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Registration Rights The holders of the Company’s Founder Shares issued and outstanding on the date of this prospectus, as well as the holders of the Private Warrants (and underlying securities) will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. 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 Private Warrants (and underlying securities) can elect to exercise these registration rights at any time after the Company 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 a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Vendor Agreements On May 18, 2021, the Company entered into an agreement with a transactional and strategic advisory firm (the “Strategic Advisor”) for advisory services as needed by the Company in connection with a Business Combination. Pursuant to this agreement, the Company incurred approximately $875,000 in fees for the year-ended December 31, 2021. As of December 31, 2021, $500,000 of such fees remain unpaid and are included in accrued costs and expenses on the balance sheet. On November 1, 2021, the Company and the Strategic Advisor entered into an amendment to the agreement. Pursuant to this amendment, the Company will pay the Strategic Advisor a fee of $2,625,000, inclusive of the $500,000 accrued as of December 31, 2021. The remaining $2,125,000 is contingent upon the consummation of the Business Combination. On October, 8, 2021, the Company entered into an agreement with a financial advisor (the “Exclusive Financial Advisor”) for financial advisory services such as financial and transaction feasibility analysis, assistance in negotiations, assistance in capital planning, and other customary services in connection with a Business Combination, pursuant to which the Company will pay the Exclusive Financial Advisor a fee of $1,500,000 contingent upon the consummation of the Business Combination. On November 1, 2021, the Company entered into an agreement with a financial advisor (the “Second Financial Advisor”) for financial advisory services such as guidance on valuation and transaction structure and terms, assistance in negotiations, coordination of due diligence, documentation, and transaction closing, and introduction of the Company to institutional investors in connection with a Business Combination, pursuant to which the Company will pay the Second Financial Advisor a fee of $400,000 contingent upon the consummation of the Business Combination. On November 2, 2021, the Company entered into an agreement with a financial advisor (the “Third Financial Advisor”) for financial advisory services such as market related advice and assistance in connection with a Business Combination, pursuant to which the Company will pay the Third Financial Advisor a fee of $500,000 contingent upon the consummation of the Business Combination. On November 5, 2021, the Company entered into an agreement with an advisor (the “Advisor”) for services such as assistance in refining strategic objectives, preparation or refinement of solicitation materials, identification, contact, and solicitation of or potential investors and other sources of capital, and assistance in review, selection, negotiation, and closing of a transaction in connection with a Business Combination, pursuant to which the Company will pay the Advisor a fee of $200,000 contingent upon the consummation of the Business Combination. On November 15, 2021, the Company entered into an agreement with two placement agents (the “Placement Agents”) for services such as analysis of potential contributions and assets of a target to the Company’s future prospects, assistance in negotiations, and assistance in preparation of presentations to investors, lenders, and/or other financial sources in connection with a Business Combination, pursuant to which the Company will pay the Placement Agents a fee equal to the difference between 5% of the total aggregate sales price of the securities sold as part of the Business Combination and 5% of any securities sold as part of the Business Combination to investors identified by the Advisor, contingent upon the consummation of the Business Combination.

Stockholders_ Deficit

Stockholders’ Deficit	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 8. STOCKHOLDERS’ DEFICIT Preferred stock Common stock Rights

Warrants

Warrants	12 Months Ended
	Dec. 31, 2021
Warrants [Abstract]
WARRANTS	NOTE 9. WARRANTS Each Public Warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its s only for a whole number of shares. This means that only an even number of s may be exercised at any given time by a warrant holder. The Company may call the Public Warrants for redemption (except the Private Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption as described above, its management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Company’s common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. Whether the Company will exercise its option to require all holders to exercise their Public Warrants on a “cashless basis” will depend on a variety of factors including the price of our common shares at the time the Public Warrants are called for redemption, its cash needs at such time and concerns regarding dilutive share issuances. If (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case of any such issuance to its Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The Public Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their Public Warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the Public Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Private Warrants The Private Warrants are identical to the Public Warrants except that the Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. As of December 31, 2021, there were 20,125,000 Public Warrants and 18,000,000 Private Warrants outstanding. The Company accounts for the Public Warrants and Private Warrants in accordance with the guidance contained in ASC 815-40. The Public Warrants qualify for equity treatment under ASC 815-40. Such guidance provides that because the Private Warrants do not meet the criteria for equity treatment thereunder, the Private Warrants must be recorded as a liability.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 10. INCOME TAX The Company’s net deferred tax assets as of December 31, 2021 and December 31, 2020 are as follows: December 31, December 31, Deferred tax assets: Start-up costs $ 791,079 $ 4,417 Net operating loss carryforwards 39,259 1,005 Total deferred tax assets 830,338 5,422 Valuation allowance (830,338 ) (5,422 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the year ended December 31, 2021 and for the period from August 7, 2020 (inception) through December 31, 2020 consist of the following: December 31, December 31, Federal Current $ — $ — Deferred (824,916 ) (5,422 ) State Current $ — $ — Deferred — — Change in valuation allowance 824,916 5,422 Income tax provision $ — $ — As of December 31, 2021, the Company has available U.S. federal operating loss carry forwards of approximately $187,000 that may be carried forward indefinitely. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and for the period from August 7, 2020 (inception) through December 31, 2020, the valuation allowance was $830,338 and 5,422, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2021 and December 31, 2020 are as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of derivative warrant liabilities (55.5 )% (16.6 )% Non-deductible transaction costs — % (0.2 )% Stock compensation expense 1.3 % (4.0 )% Change in valuation allowance 33.2 % (0.2 )% Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and Georgia. Tax returns since inception remain open and subject to examination.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 11. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Money Market Account $ 350,455 $ 350,455 $ — $ — Mutual Funds held in Trust Account $ 203,282,989 $ 203,282,989 $ — $ — Liabilities Private Warrant Liability $ 3,986,012 $ — $ — $ 3,986,012 December 31, 2020 Assets Money Market Account $ 3,092,771 $ 3,092,771 $ — $ — Mutual Funds held in Trust Account $ 203,262,660 $ 203,262,660 $ — $ — Liabilities Private Warrant Liability $ 10,763,361 $ — $ — $ 10,763,361 The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Company established the initial fair value of the Private Warrants on December 28, 2020, the date of the Company’s Initial Public Offering, and revalued on December 31, 2020 and on December 31, 2021, using a Monte Carlo simulation model. The Warrants were classified as Level 3 at the initial measurement date, on December 31, 2020 and on December 31, 2021 due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation as of December 31, 2021 and December 31, 2020 were as follows: Inputs As of As of Risk-free interest rate 1.30 % 0.52 % Expected term remaining (years) 5.50 6.12 Expected volatility 7.6 % 24.2 % Stock price $ 10.020 $ 9.625 The change in the fair value of the Private Warrant liability for the period ended December 31, 2021 is summarized as follows: Fair value as of August 7, 2020 $ — Fair value as of issuance on December 28, 2020 9,631,197 Change in fair value 1,132,164 Fair Value as of December 31, 2020 10,763,361 Change in fair value (6,575,140 ) Fair value as of December 31, 2021 $ 4,188,221 The Company recognized gains in connection with changes in the fair value of the Private Warrants of $6,575,140 for the year ended December 31, 2021 and losses in connection with changes in the fair value of the Private Warrants of $1,132,164 for the period from August 7, 2020 (inception) through December 31, 2020 within change in fair value of warrant liabilities in the Statements of Operations.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except for the Merger Agreement as disclosed in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 17, 2022, the Company entered into an agreement with a broker-dealer (the “Broker-Dealer”) for services such as providing the Company with capital markets advisory services with regard to a forward purchase agreement, convertible private investment in public equity (“PIPE”), secured credit facility, and any other capital structure topics in connection with a Business Combination, pursuant to which the Company will pay the Broker-Dealer a fee of $250,000 contingent upon the consummation of the Business Combination. On March 18, 2022, the Company held its 2022 Annual Meeting of Stockholders for the purpose of approving: (i) a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to (i) extend the date by which the Company has to consummate a Business Combination for three months, from March 28, 2022 (the “Original Termination Date”) to June 28, 2022 (the “Extended Date”), and (ii) allow the Company, without another stockholder vote, to elect to extend the date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the Extended Date, upon five days’ advance notice prior to the applicable deadline, for a total of up to nine months after the Original Termination Date, unless the closing of the proposed Business Combination with Suneva Medical, Inc. or any potential alternative initial Business Combination shall have occurred (the “Extension Proposal”); (ii) a proposal to re-elect five current directors to the Company’s Board of Directors (the “Director Election Proposal”); and (iii) a proposal to ratify the appointment of Marcum LLP as the Company’s independent registered certified public accountants for fiscal year 2020 (the “Auditor Ratification Proposal”). Stockholders voted to approve the Extension Proposal, Director Election Proposal and Auditor Ratification Proposal. On March 18, 2022, stockholders elected to redeem 15,092,126 shares of the Company’s common stock, resulting in redemption payments out of the Trust Account totalling approximately $152,451,819. Subsequent to the redemptions, 5,032,874 shares of common stock remained in the Trust Account. On March 21, 2022, the Company entered into subscription agreements with several lenders for a loan of up to $4,000,000, in the aggregate (the “Subscription Agreements”). Pursuant to the Subscription Agreement, the Company issued a series of unsecured senior promissory notes in the aggregate principal amount of up to $4,000,000 (the “Notes”) to the subscribers. The subscribers for the Notes are affiliated with the Company’s Sponsor, Viveon Health LLC. The Notes do not bear interest and mature upon the earlier of (i) the closing of the Company’s initial Business Combination, and (ii) December 31, 2022 (the “Maturity Date”). The Notes provide for a credit line up to the maximum amount of $4,000,000. The Company will not have the right to re-borrow any portion of any loans made under the Notes once repaid. A commitment fee in the amount of $400,000, equal to 10% of the maximum principal amount of the Note, shall be paid to the subscribers, on a pro rata basis, by the Company promptly following the initial funding. In the event that the Company does not consummate a Business Combination by the Maturity Date, the Notes will be repaid only from amounts remaining outside of the Trust Account, if any. Pursuant to the terms of the Subscription Agreements, the subscribers shall receive warrants to purchase one share of Company common stock for every $2.00 of the funded principal amount of the Notes up to 2,000,000 shares of the Company common stock, in the aggregate, at an exercise price of $11.50 per share, subject to adjustment (the “Subscription Warrants”). The Subscription Warrant term commences on the Exercise Date (as hereinafter defined) for a period of 49 months. The Subscription Warrants are exercisable commencing on the date of the initial Business Combination (the “Exercise Date”) and have a cashless exercise feature that is available at any time on or after the Exercise Date. Commencing on the date 13 months following the Exercise Date, the subscribers have the right, but not the obligation, to put the Subscription Warrants to the Company at a purchase price of $5.00 per share. The Company has agreed to file, within thirty (30) calendar days after the consummation of an initial Business Combination, a registration statement with the Securities and Exchange Commission to register for resale the shares of common stock underlying the Subscription Warrants. On March 21, 2022, an initial amount of $2,700,000 was drawn down from the Notes. $720,000 of the loan proceeds was deposited into the Company’s Trust Account in connection with extending the Business Combination completion window from March 28, 2022 until the Extended Date. After the Extended Date, if the Company elects to continue to extend such date until December 28, 2022 (the “Final Extension Date”), the Company shall make a monthly deposit of $240,000 into the trust account each month for each monthly period, or portion thereof, until the Final Extension Date. The entry into the Subscription Agreement and the terms of the Notes and Warrants was approved by the Audit Committee of the Board of Directors of the Company at a meeting held on March 21, 2022. On March 23, 2022, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Amendment”) The Amendment (i) extends the date by which the Company has to consummate a Business Combination for three months, from the Original Termination Date to the Extended Date and (ii) allows the Company, without another stockholder vote, to elect to extend the date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the Extended Date, upon five days’ advance notice and the deposit of $240,000 prior to the applicable deadline, for a total of up to nine months after the Original Termination Date, unless the closing of the proposed Business Combination with Suneva Medical, Inc. or any potential alternative initial Business Combination shall have occurred. As disclosed in the Current Report on Form 8-K filed on March 18, 2022, the Amendment was approved by the Company’s stockholders at its Annual Meeting of Stockholders held on March 18, 2022.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 4), Rights (as defined in Note 4) common stock subject to redemption and the periodic valuation of the Private Warrants required management to exercise significant judgement in its estimates.
Cash and Cash Equivalents	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 cash equivalents in the amount of $350,455 and $3,092,771, were held in money market funds as of December 31, 2021 and December 31, 2020, respectively.
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in mutual funds which invest in U.S. Treasury securities. The mutual fund assets in the amount of $203,282,989 and $203,262,660 were held in the Trust Account as of December 31, 2021 and December 31, 2020, respectively.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and recorded as a warrant liability. In accordance with guidance contained in ASC 815, the Public Warrants (as defined in Note 4) qualify for equity treatment. The Private Warrants do not qualify as equity and are recorded as a liability at fair value. Changes in the estimated fair value of the Private Warrants are recognized as a non-cash gain or loss on the statements of operations.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 20,125,000 Public Shares sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters’ over-allotment option contain a redemption feature which allows for the redemption of such redeemable common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. There was no change in redemption value for the year ended December 31, 2021. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2021, the redeemable common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 201,250,000 Less: Fair value of Public Warrants at issuance (10,384,500 ) Fair value of Rights at issuance (9,136,750 ) Issuance costs allocated to common stock subject to possible redemption (10,660,961 ) Plus: Accretion of carrying value to redemption value 32,194,711 Common stock subject to possible redemption $ 203,262,500
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering
Share-Based Payment Arrangements	Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and December 31, 2020. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. 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 for the year ended December 31, 2021 and for the period from August 7, 2020 (inception) through December 31, 2020. 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.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 19,062,500 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the For the Redeemable Nonredeemable Redeemable Nonredeemable Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 2,074,858 $ 414,971 $ (124,197 ) $ (2,114,396 ) Denominator: Weighted Average Common Stock 20,125,000 4,025,000 136,905 2,330,740 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.91 ) $ (0.91 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 11 for additional information on assets and liabilities measured at fair value.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the Private Warrants meet the definition of a derivative the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820 with changes in fair value recognized in the statement of operations in the period of change. In accordance with ASC Topic 825, Financial Instruments
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2021
Disclosure Text Block Supplement [Abstract]
Schedule of condensed balance sheet	March 31, 2021 As Adjustments As Condensed Balance Sheet (unaudited) Accrued costs and expenses $ 53,341 $ 53,443 $ 106,784 Due to related party $ 55,806 $ (39,555 ) $ 16,251 Total current liabilities $ 109,147 $ 13,888 $ 123,035 Total liabilities $ 14,018,585 $ 13,888 $ 14,032,473 Accumulated deficit $ (12,051,955 ) $ (13,888 ) $ (12,065,843 ) Total stockholders’ deficit $ (12,051,452 ) $ (13,888 ) $ (12,065,340 ) June 30, 2021 As Adjustments As Condensed Balance Sheet (unaudited) Accrued costs and expenses $ 75,767 $ 1,411,278 $ 1,487,045 Due to related party $ 115,806 $ (99,661 ) $ 16,145 Total current liabilities $ 191,573 $ 1,311,617 $ 1,503,190 Total liabilities $ 13,867,138 $ 1,311,617 $ 15,178,755 Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (12,461,107 ) $ (1,468,757 ) $ (13,929,864 ) Total stockholders’ deficit $ (12,460,604 ) $ (1,311,617 ) $ (13,772,221 ) September 30, 2021 As Adjustments As Condensed Balance Sheet (unaudited) Due from related party $ — $ 15,000 $ 15,000 Total current assets $ 771,390 $ 15,000 $ 786,390 Total assets $ 204,049,255 $ 15,000 $ 204,064,255 Accrued costs and expenses $ 179,527 $ 1,375,970 $ 1,555,497 Due to related party $ 175,806 $ (159,419 ) $ 16,387 Total current liabilities $ 355,333 $ 1,216,551 $ 1,571,884 Total liabilities $ 12,071,810 $ 1,216,551 $ 13,288,361 Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (11,285,558 ) $ (1,358,691 ) $ (12,644,249 ) Total stockholders’ deficit $ (11,285,055 ) $ (1,201,551 ) $ (12,486,606 ) Total liabilities and stockholders’ deficit $ 204,049,255 $ 15,000 $ 204,064,255
Schedule of condensed statement of operations	March 31, 2021 As Adjustments As Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Formation and operating costs $ 321,433 $ 13,888 $ 335,321 Loss from operations $ (321,433 ) $ (13,888 ) $ (335,321 ) Net income $ 3,581,333 $ (13,888 ) $ 3,567,445 Basic and diluted net income per share - redeemable common stock $ 0.15 $ — $ 0.15 Basic and diluted net income per share - nonredeemable common stock $ 0.15 $ — $ 0.15 June 30, 2021 As Adjustments As Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Formation and operating costs $ 648,124 $ 1,297,729 $ 1,945,853 Stock compensation expense $ — $ 157,140 $ 157,140 Loss from operations $ (648,124 ) $ (1,454,869 ) $ (2,102,993 ) Net loss $ (409,152 ) $ (1,454,869 ) $ (1,864,021 ) Basic and diluted net income per share - redeemable common stock $ (0.02 ) $ (0.06 ) $ (0.08 ) Basic and diluted net income per share - nonredeemable common stock $ (0.02 ) $ (0.06 ) $ (0.08 ) Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Formation and operating costs $ 969,557 $ 1,311,617 $ 2,281,174 Stock compensation expense $ — $ 157,140 $ 157,140 Loss from operations $ (969,557 ) $ (1,468,757 ) $ (2,438,314 ) Net income $ 3,172,181 $ (1,468,757 ) $ 1,703,424 Basic and diluted net income per share - redeemable common stock $ 0.13 $ (0.06 ) $ 0.07 Basic and diluted net income per share - nonredeemable common stock $ 0.13 $ (0.06 ) $ 0.07 September 30, 2021 As Adjustments As Condensed Statement of Operations for the Three Months Ended September 30, 2021 (unaudited) Formation and operating costs $ 788,688 $ (110,066 ) $ 678,622 Loss from operations $ (788,688 ) $ 110,066 $ (678,622 ) Net income $ 1,175,549 $ 110,066 $ 1,285,615 Basic and diluted net income per share - redeemable common stock $ 0.05 $ — $ 0.05 Basic and diluted net income per share - nonredeemable common stock $ 0.05 $ — $ 0.05 Condensed Statement of Operations for the Nine Months Ended September 30, 2021 (unaudited) Formation and operating costs $ 1,758,245 $ 1,201,551 $ 2,959,796 Stock compensation expense $ — $ 157,140 $ 157,140 Loss from operations $ (1,758,245 ) $ (1,358,691 ) $ (3,116,936 ) Net income $ 4,347,730 $ (1,358,691 ) $ 2,989,039 Basic and diluted net income per share - redeemable common stock $ 0.18 $ (0.06 ) $ 0.12 Basic and diluted net income per share - nonredeemable common stock $ 0.18 $ (0.06 ) $ 0.12
Schedule of condensed statement of changes in stockholders’ deficit	March 31, 2021 As Adjustments As Condensed Statement of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2021 (unaudited) Net income $ 3,581,333 $ (13,888 ) $ 3,567,445 Accumulated deficit $ (12,051,955 ) $ (13,888 ) $ (12,065,843 ) Total stockholders’ deficit $ (12,051,452 ) $ (13,888 ) $ (12,065,340 ) June 30, 2021 As Adjustments As Condensed Statement of Changes in Stockholders’ Deficit for the Three Months Ended June 30, 2021 (unaudited) Stock compensation expense $ — $ 157,140 $ 157,140 Net loss $ (409,152 ) $ (1,454,869 ) $ (1,864,021 ) Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (12,461,107 ) $ (1,468,757 ) $ (13,929,864 ) Total stockholders’ deficit $ (12,460,604 ) $ (1,311,617 ) $ (13,772,221 ) Condensed Statement of Changes in Stockholders’ Deficit for the Six Months Ended June 30, 2021 (unaudited) Stock compensation expense $ — $ 157,140 $ 157,140 Net income $ 3,172,181 $ (1,468,757 ) $ 1,703,424 Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (12,461,107 ) $ (1,468,757 ) $ (13,929,864 ) Total stockholders’ deficit $ (12,460,604 ) $ (1,311,617 ) $ (13,772,221 ) September 30, 2021 As Adjustments As Condensed Statement of Changes in Stockholders’ Deficit for the Three Months Ended September 30, 2021 (unaudited) Net income $ 1,175,549 $ 110,066 $ 1,285,615 Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (11,285,558 ) $ (1,358,691 ) $ (12,644,249 ) Total stockholders’ deficit $ (11,285,055 ) $ (1,201,551 ) $ (12,486,606 ) Condensed Statement of Changes in Stockholders’ Deficit for the Nine Months Ended September 30, 2021 (unaudited) Stock compensation expense $ — $ 157,140 $ 157,140 Net income $ 4,347,730 $ (1,358,691 ) $ 2,989,039 Additional paid-in capital $ — $ 157,140 $ 157,140 Accumulated deficit $ (11,285,558 ) $ (1,358,691 ) $ (12,644,249 ) Total stockholders’ deficit $ (11,285,055 ) $ (1,201,551 ) $ (12,486,606 )
Schedule of condensed statement of cash flows	March 31, 2021 As Adjustments As Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Net income $ 3,581,333 $ (13,888 ) $ 3,567,445 Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Changes in operating assets and liabilities Accrued costs and expenses $ (930,700 ) $ 53,443 $ (877,257 ) Due to related party $ 50,000 $ (39,555 ) $ 10,445 June 30, 2021 As Adjustments As Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Net income $ 3,172,181 $ (1,468,757 ) $ 1,703,424 Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Adjustments to reconcile net income to net cash used in operating activities: Stock compensation expense $ — $ 157,140 $ 157,140 Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Changes in operating assets and liabilities Accrued costs and expenses $ (908,274 ) $ 1,411,278 $ 503,004 Due to related party $ 110,000 $ (99,661 ) $ 10,339 September 30, 2021 As Adjustments As Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited) Net income $ 4,347,730 $ (1,358,691 ) $ 2,989,039 Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited) Adjustments to reconcile net income to net cash used in operating activities: Stock compensation expense $ — $ 157,140 $ 157,140 Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited) Changes in operating assets and liabilities Due from related party $ — $ (15,000 ) $ (15,000 ) Accrued costs and expenses $ (778,765 ) $ 1,375,970 $ 597,205 Due to related party $ 170,000 $ (159,419 ) $ 10,581

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of redeemable common stock reflected in the balance sheet	Gross proceeds $ 201,250,000 Less: Fair value of Public Warrants at issuance (10,384,500 ) Fair value of Rights at issuance (9,136,750 ) Issuance costs allocated to common stock subject to possible redemption (10,660,961 ) Plus: Accretion of carrying value to redemption value 32,194,711 Common stock subject to possible redemption $ 203,262,500
Schedule of reflects the calculation of basic and diluted net income (loss) per common share	For the For the Redeemable Nonredeemable Redeemable Nonredeemable Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 2,074,858 $ 414,971 $ (124,197 ) $ (2,114,396 ) Denominator: Weighted Average Common Stock 20,125,000 4,025,000 136,905 2,330,740 Basic and diluted net income (loss) per common share $ 0.10 $ 0.10 $ (0.91 ) $ (0.91 )

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets (liabilities)	December 31, December 31, Deferred tax assets: Start-up costs $ 791,079 $ 4,417 Net operating loss carryforwards 39,259 1,005 Total deferred tax assets 830,338 5,422 Valuation allowance (830,338 ) (5,422 ) Deferred tax assets, net of allowance $ — $ —
Schedule of income tax provision	December 31, December 31, Federal Current $ — $ — Deferred (824,916 ) (5,422 ) State Current $ — $ — Deferred — — Change in valuation allowance 824,916 5,422 Income tax provision $ — $ —
Schedule of federal income tax rate	December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of derivative warrant liabilities (55.5 )% (16.6 )% Non-deductible transaction costs — % (0.2 )% Stock compensation expense 1.3 % (4.0 )% Change in valuation allowance 33.2 % (0.2 )% Income tax provision 0.0 % 0.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Money Market Account $ 350,455 $ 350,455 $ — $ — Mutual Funds held in Trust Account $ 203,282,989 $ 203,282,989 $ — $ — Liabilities Private Warrant Liability $ 3,986,012 $ — $ — $ 3,986,012 December 31, 2020 Assets Money Market Account $ 3,092,771 $ 3,092,771 $ — $ — Mutual Funds held in Trust Account $ 203,262,660 $ 203,262,660 $ — $ — Liabilities Private Warrant Liability $ 10,763,361 $ — $ — $ 10,763,361
Schedule of key inputs into the Monte Carlo simulation	Inputs As of As of Risk-free interest rate 1.30 % 0.52 % Expected term remaining (years) 5.50 6.12 Expected volatility 7.6 % 24.2 % Stock price $ 10.020 $ 9.625
Schedule of change in the fair value of the Private Warrant liability	Fair value as of August 7, 2020 $ — Fair value as of issuance on December 28, 2020 9,631,197 Change in fair value 1,132,164 Fair Value as of December 31, 2020 10,763,361 Change in fair value (6,575,140 ) Fair value as of December 31, 2021 $ 4,188,221

Description of Organization, _2

Description of Organization, Business Operations and Going Concern (Details) - USD ($)	1 Months Ended		12 Months Ended
	Dec. 30, 2020	Dec. 28, 2020	Dec. 31, 2021
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Initial business combination percentage of trust account			80.00%
Percentage of outstanding voting securities			50.00%
Business combination net tangible assets (in Dollars)			$ 5,000,001
Aggregate percent of shares sold			20.00%
Redemption of public shares percentage			100.00%
Outstanding public shares percentage			100.00%
Cash held outside of trust account (in Dollars)			$ 395,235
Initial Public Offering [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Purchase units (in Shares)		17,500,000
Price per share (in Dollars per share)		$ 10
Gross proceeds (in Dollars)		$ 175,000,000
Sale of shares (in Shares)		18,000,000
Share price (in Dollars per share)		$ 0.5
Cash in trust (in Dollars)			$ 203,262,500
Redemption value, per unit (in Dollars per share)			$ 10.1
Maturity term			180 days
Redemption percentage of outstanding public shares			100.00%
Over-Allotment Option [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Purchase units (in Shares)	2,625,000
Gross proceeds (in Dollars)	$ 26,250,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	Apr. 30, 2021shares
Disclosure Text Block Supplement [Abstract]
Founder shares	27,000

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of condensed balance sheet - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Accrued costs and expenses	$ 179,527	$ 75,767	$ 53,341
Due to related party	175,806	115,806	55,806
Total current liabilities	355,333	191,573	109,147
Total liabilities	12,071,810	13,867,138	14,018,585
Additional paid-in capital
Accumulated deficit	(11,285,558)	(12,461,107)	(12,051,955)
Total stockholders’ deficit	(11,285,055)	(12,460,604)	(12,051,452)
Total liabilities and stockholders’ deficit	204,049,255
Due from related party
Total current assets	771,390
Total assets	204,049,255
Adjustments [Member]
Condensed Financial Statements, Captions [Line Items]
Accrued costs and expenses	1,375,970	1,411,278	53,443
Due to related party	(159,419)	(99,661)	(39,555)
Total current liabilities	1,216,551	1,311,617	13,888
Total liabilities	1,216,551	1,311,617	13,888
Additional paid-in capital	157,140	157,140
Accumulated deficit	(1,358,691)	(1,468,757)	(13,888)
Total stockholders’ deficit	(1,201,551)	(1,311,617)	(13,888)
Total liabilities and stockholders’ deficit	15,000
Due from related party	15,000
Total current assets	15,000
Total assets	15,000
As Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Accrued costs and expenses	1,555,497	1,487,045	106,784
Due to related party	16,387	16,145	16,251
Total current liabilities	1,571,884	1,503,190	123,035
Total liabilities	13,288,361	15,178,755	14,032,473
Additional paid-in capital	157,140	157,140
Accumulated deficit	(12,644,249)	(13,929,864)	(12,065,843)
Total stockholders’ deficit	(12,486,606)	$ (13,772,221)	$ (12,065,340)
Total liabilities and stockholders’ deficit	204,064,255
Due from related party	15,000
Total current assets	786,390
Total assets	$ 204,064,255

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of condensed statement of operations - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
As Previously Reported [Member]
Condensed Income Statements, Captions [Line Items]
Formation and operating costs	$ 788,688	$ 648,124	$ 321,433	$ 969,557	$ 1,758,245
Stock compensation expense
Loss from operations	(788,688)	(648,124)	(321,433)	(969,557)	(1,758,245)
Net income (loss)	$ 1,175,549	$ (409,152)	$ 3,581,333	$ 3,172,181	$ 4,347,730
Basic and diluted net income per share - redeemable common stock (in Dollars per share)	$ 0.05	$ (0.02)	$ 0.15	$ 0.13	$ 0.18
Basic and diluted net income per share - nonredeemable common stock (in Dollars per share)	$ 0.05	$ (0.02)	$ 0.15	$ 0.13	$ 0.18
Adjustments [Member]
Condensed Income Statements, Captions [Line Items]
Formation and operating costs	$ (110,066)	$ 1,297,729	$ 13,888	$ 1,311,617	$ 1,201,551
Stock compensation expense		157,140		157,140	157,140
Loss from operations	110,066	(1,454,869)	(13,888)	(1,468,757)	(1,358,691)
Net income (loss)	$ 110,066	$ (1,454,869)	$ (13,888)	$ (1,468,757)	$ (1,358,691)
Basic and diluted net income per share - redeemable common stock (in Dollars per share)		$ (0.06)		$ (0.06)	$ (0.06)
Basic and diluted net income per share - nonredeemable common stock (in Dollars per share)		$ (0.06)		$ (0.06)	$ (0.06)
As Reported [Member]
Condensed Income Statements, Captions [Line Items]
Formation and operating costs	$ 678,622	$ 1,945,853	$ 335,321	$ 2,281,174	$ 2,959,796
Stock compensation expense		157,140		157,140	157,140
Loss from operations	(678,622)	(2,102,993)	(335,321)	(2,438,314)	(3,116,936)
Net income (loss)	$ 1,285,615	$ (1,864,021)	$ 3,567,445	$ 1,703,424	$ 2,989,039
Basic and diluted net income per share - redeemable common stock (in Dollars per share)	$ 0.05	$ (0.08)	$ 0.15	$ 0.07	$ 0.12
Basic and diluted net income per share - nonredeemable common stock (in Dollars per share)	$ 0.05	$ (0.08)	$ 0.15	$ 0.07	$ 0.12

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements (Details) - Schedule of condensed statement of changes in stockholders’ deficit - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of condensed statement of changes in stockholders’ deficit [Line Items]
Net income (loss)	$ 1,175,549	$ (409,152)	$ 3,581,333	$ 3,172,181	$ 4,347,730
Additional paid-in capital
Accumulated deficit	(11,285,558)	(12,461,107)	(12,051,955)	(12,461,107)	(11,285,558)
Total stockholders’ deficit	(11,285,055)	(12,460,604)	(12,051,452)	(12,460,604)	(11,285,055)
Stock compensation expense
Adjustments [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of condensed statement of changes in stockholders’ deficit [Line Items]
Net income (loss)	110,066	(1,454,869)	(13,888)	(1,468,757)	(1,358,691)
Additional paid-in capital	157,140	157,140		157,140	157,140
Accumulated deficit	(1,358,691)	(1,468,757)	(13,888)	(1,468,757)	(1,358,691)
Total stockholders’ deficit	(1,201,551)	(1,311,617)	(13,888)	(1,311,617)	(1,201,551)
Stock compensation expense		157,140		157,140	157,140
As Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of condensed statement of changes in stockholders’ deficit [Line Items]
Net income (loss)	1,285,615	(1,864,021)	3,567,445	1,703,424	2,989,039
Additional paid-in capital	157,140	157,140		157,140	157,140
Accumulated deficit	(12,644,249)	(13,929,864)	(12,065,843)	(13,929,864)	(12,644,249)
Total stockholders’ deficit	$ (12,486,606)	(13,772,221)	$ (12,065,340)	(13,772,221)	(12,486,606)
Stock compensation expense		$ 157,140		$ 157,140	$ 157,140

Restatement of Previously Iss_7

Restatement of Previously Issued Financial Statements (Details) - Schedule of condensed statement of cash flows - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
As Previously Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income	$ 1,175,549	$ (409,152)	$ 3,581,333	$ 3,172,181	$ 4,347,730
Stock compensation expense
Due from related party
Accrued costs and expenses			(930,700)	(908,274)	(778,765)
Due to related party			50,000	110,000	170,000
Adjustments [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income	110,066	(1,454,869)	(13,888)	(1,468,757)	(1,358,691)
Stock compensation expense		157,140		157,140	157,140
Due from related party					(15,000)
Accrued costs and expenses			53,443	1,411,278	1,375,970
Due to related party			(39,555)	(99,661)	(159,419)
As Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income	$ 1,285,615	(1,864,021)	3,567,445	1,703,424	2,989,039
Stock compensation expense		$ 157,140		157,140	157,140
Due from related party					(15,000)
Accrued costs and expenses			(877,257)	503,004	597,205
Due to related party			$ 10,445	$ 10,339	$ 10,581

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Cash equivalents	$ 3,092,771	$ 350,455
Mutual fund assets held in trust account	203,262,660	$ 203,282,989
Redeemable common stock, shares (in Shares)		20,125,000
Offering costs	11,830,356
Underwriting fee	4,025,000
Deferred underwriting fees	7,043,750
Other offering costs	761,606
Warrants exercisable to purchase shares of common stock (in Shares)		19,062,500
Federal depository insurance coverage amount		$ 250,000
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	1,144,422
Public Warrants and Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	24,973
Redeemable Common stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 10,660,961

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of redeemable common stock reflected in the balance sheet	12 Months Ended
	Dec. 31, 2021USD ($)
Schedule of redeemable common stock reflected in the balance sheet [Abstract]
Gross proceeds	$ 201,250,000
Less:
Fair value of Public Warrants at issuance	(10,384,500)
Fair value of Rights at issuance	(9,136,750)
Issuance costs allocated to common stock subject to possible redemption	(10,660,961)
Plus:
Accretion of carrying value to redemption value	32,194,711
Common stock subject to possible redemption	$ 203,262,500

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of reflects the calculation of basic and diluted net income (loss) per common share - $ / shares	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Redeemable Common Stock [Member]
Numerator:
Net income (loss)	$ (124,197)	$ 2,074,858
Denominator:
Weighted Average Common Stock (in Shares)	136,905	20,125,000
Basic and diluted net income (loss) per common share	$ (0.91)	$ 0.1
Nonredeemable Common Stock [Member]
Numerator:
Net income (loss)	$ (2,114,396)	$ 414,971
Denominator:
Weighted Average Common Stock (in Shares)	2,330,740	4,025,000
Basic and diluted net income (loss) per common share	$ (0.91)	$ 0.1

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended
	Dec. 30, 2020	Dec. 28, 2020
Initial Public Offering
Initial Public Offering (Details) [Line Items]
Sale of shares		17,500,000
Share Price (in Dollars per share)		$ 10
Sale of stock Description		Each Unit consists of one share of common stock, par value $0.0001 per share, one redeemable warrant (the “Public Warrants”) and one right (the “Rights”). Each Public Warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share. Each Right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of an initial Business Combination.
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock	2,625,000
Gross proceeds (in Dollars)	$ 26,250,000

Private Placement (Details)

Private Placement (Details) - Private Warrants [Member]	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Aggregate an purchased (in Shares) | shares	18,000,000
Price per warrant	$ 0.5
Aggregate exercisable purchase (in Dollars) | $	$ 9,000,000
Price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jan. 13, 2021	Dec. 03, 2020	Apr. 30, 2021	Dec. 30, 2020	Dec. 23, 2020	Dec. 22, 2020	Aug. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Payment to sponsor (in Dollars)									$ 25,000
Common stock par value (in Dollars per share)										$ 0.0001
Shares outstanding		4,887,500
Shares cancellation common stock subject to forfeiture										656,250
Fair value of founder shares transferees was determined (in Dollars)			$ 157,140		$ 424,440
Transferees was determined per share (in Dollars per share)			$ 5.82		$ 5.24
Compensation expense (in Dollars)								$ 424,440		$ 157,140
Note outstanding (in Dollars)								$ 228,758		0
Incurred of administrative service fees (in Dollars)										249,479
Accrued of administrative service fees (in Dollars)										$ 10,044
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Payment to sponsor (in Dollars)							$ 25,000
Price per share paid (in Dollars per share)							$ 0.007
Consideration shares							3,593,750
Common stock par value (in Dollars per share)							$ 0.0001
Share dividend		0.36				0.03
Aggregate shares						5,031,250
Shares subject to forfeiture						656,250
Aggregate share of common stock						1,006,250
Founder shares related, description										50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to its initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Aggregate share of common stock						875,000
Shares cancellation common stock subject to forfeiture				656,250
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Sponsor transferred of founder shares					81,000
Founder shares to each transferee					27,000
Sponsor subsequently transferred			27,000
Expenses related to IPO (in Dollars)										$ 500,000
Payment for office space (in Dollars)										$ 20,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Promissory note amount (in Dollars)	$ 228,758

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Nov. 05, 2021	Nov. 02, 2021	Nov. 01, 2021	Oct. 08, 2021	Nov. 15, 2021	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Underwriting agreement description						The underwriter was paid a cash underwriting fee of $0.20 per share, or $4,025,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per share, or $7,043,750 in the aggregate was payable to the underwriter for deferred underwriting commissions.
Agreement fees unpaid						$ 500,000
Advisor fee	$ 200,000			$ 1,500,000		2,625,000
Inclusive amount						500,000
Business combination amount						$ 2,125,000
Aggregate sales price					5.00%
Securities sold percentage					5.00%
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase up additional shares (in Shares)						2,625,000
Strategic Advisor [Member]
Commitments and Contingencies (Details) [Line Items]
Agreement fees						$ 875,000
Second Financial Advisor [Member]
Commitments and Contingencies (Details) [Line Items]
Financial advisor fee			$ 400,000
Third Financial Advisor [Member]
Commitments and Contingencies (Details) [Line Items]
Financial advisor fee		$ 500,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Preferred stock shares authorized	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001
common stock shares authorized	60,000,000
common stock par value (in Dollars per share)	$ 0.0001
Description of common stock	Holders are entitled to one vote for each share of common stock.
Common stock shares issued	5,031,250	5,031,250
Common stock shares outstanding	5,031,250	5,031,250
Common stock subject to possible redemption shares	20,125,000

Warrants (Details)

Warrants (Details)	12 Months Ended
	Dec. 31, 2021shares
Warrants (Details) [Line Items]
Pursuant warrant agreement description	Each Public Warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its s only for a whole number of shares. This means that only an even number of s may be exercised at any given time by a warrant holder.
Warrants redemption description	●in whole and not in part; ●at a price of $0.01 per warrant;   ●upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and  ●if and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
Equity linked securities description	If (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case of any such issuance to its Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The Public Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their Public Warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the Public Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Public Warrants [Member]
Warrants (Details) [Line Items]
Public warrants	20,125,000
Private Warrants [Member]
Warrants (Details) [Line Items]
Private warrants outstanding	18,000,000

Income Tax (Details)

Income Tax (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. federal operating loss carry forwards	$ 187,000
Valuation allowance	$ 830,338	$ 5,422

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets (liabilities) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Start-up costs	$ 791,079	$ 4,417
Net operating loss carryforwards	39,259	1,005
Total deferred tax assets	830,338	5,422
Valuation allowance	(830,338)	(5,422)
Deferred tax assets, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Federal
Current
Deferred	(5,422)	(824,916)
State
Current
Deferred
Change in valuation allowance	5,422	824,916
Income tax provision

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of federal income tax rate	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Schedule of federal income tax rate [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Change in fair value of derivative warrant liabilities	(16.60%)	(55.50%)
Non-deductible transaction costs	(0.20%)
Stock compensation expense	(4.00%)	1.30%
Change in valuation allowance	(0.20%)	33.20%
Income tax provision	0.00%	0.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Private Placement [Member]
Fair Value Measurements (Details) [Line Items]
Fair value of private warrants	$ 1,132,164	$ 6,575,140

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Money Market Account	$ 350,455	$ 3,092,771
Mutual Funds held in Trust Account	203,282,989	203,262,660
Private Warrant Liability	3,986,012	10,763,361
Level 1 [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Money Market Account	350,455	3,092,771
Mutual Funds held in Trust Account	203,282,989	203,262,660
Private Warrant Liability
Level 2 [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Money Market Account
Mutual Funds held in Trust Account
Private Warrant Liability
Level 3 [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items]
Money Market Account
Mutual Funds held in Trust Account
Private Warrant Liability	$ 3,986,012	$ 10,763,361

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of key inputs into the Monte Carlo simulation - $ / shares	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Schedule of key inputs into the Monte Carlo simulation [Abstract]
Risk-free interest rate	0.52%	1.30%
Expected term remaining (years)	6 years 1 month 13 days	5 years 6 months
Expected volatility	24.20%	7.60%
Stock price (in Dollars per share)	$ 9.625	$ 10.02

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of change in the fair value of the Private Warrant liability - Private Warrant liability [Member] - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of change in the fair value of the Private Warrant liability [Line Items]
Fair value, Beginning Balance		$ 10,763,361
Fair value as of issuance	9,631,197
Change in fair value	1,132,164	(6,575,140)
Fair value, Ending Balance	$ 10,763,361	$ 4,188,221

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Mar. 23, 2022	Mar. 21, 2022	Mar. 18, 2022	Feb. 17, 2022
Subsequent Events (Details) [Line Items]
Broker-Dealer a fees				$ 250,000
Stockholders elected to redeem shares (in Shares)			15,092,126
Trust account total amount			$ 152,451,819
Common stock redemption shares (in Shares)			5,032,874
Subscription agreements loan		$ 4,000,000
Aggregate principal amount		$ 4,000,000
Subsequent event description		(i) the closing of the Company’s initial Business Combination, and (ii) December 31, 2022 (the “Maturity Date”). The Notes provide for a credit line up to the maximum amount of $4,000,000. The Company will not have the right to re-borrow any portion of any loans made under the Notes once repaid. A commitment fee in the amount of $400,000, equal to 10% of the maximum principal amount of the Note, shall be paid to the subscribers, on a pro rata basis, by the Company promptly following the initial funding. In the event that the Company does not consummate a Business Combination by the Maturity Date, the Notes will be repaid only from amounts remaining outside of the Trust Account, if any.
Common stock per share (in Dollars per share)		$ 2
Common stock shares (in Shares)		2,000,000
Exercise price per share (in Dollars per share)		$ 11.5
Purchase price per share (in Dollars per share)		$ 5
Initial amount		$ 2,700,000
Loan proceeds		720,000
Trust account deposit amount		$ 240,000
Advance deposit amount	$ 240,000