Bite Acquisition 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]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-40055
Entity Registrant Name	BITE ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3307316
Entity Address, Address Line One	30 West Street, No. 28F
Entity Address, City or Town	New York, NY 10004
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	New York
City Area Code	212
Local Phone Number	608-2923
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		25,640,000
Entity Central Index Key	0001831270
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Public Float			$ 193,400,000
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	New York
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	BITE
Security Exchange Name	NYSE
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of common stock
Trading Symbol	BITE.WS
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of common stock and one-half of one redeemable warrant
Trading Symbol	BITE.U
Security Exchange Name	NYSE

BALANCE SHEETS

BALANCE SHEETS - USD ($)		Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash		$ 89,393	$ 32,956
Prepaid expenses		410,322
Deferred offering costs			176,703
Total current assets		499,715	209,659
Investment held in Trust Account		200,011,361
Total Assets		200,511,076	209,659
Current liabilities:
Accrued offering costs and expenses		270,485	120,461
Franchise tax payable		128,085
Due to related party		107,857
Promissory note - related party			65,000
Total current liabilities		506,427	185,461
Private warrant liability		145,750
Total liabilities		652,177	405,618
Commitments
Common stock subject to possible redemption, 20,000,000 shares at December 31, 2021 redemption value		200,000,000
Stockholders' (deficit) equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,640,000 and 5,031,250 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively (excluding 20,000,000 and zero shares subject to possible redemption, respectively)	[1]	564	503
Additional paid-in capital		5,269,208	24,497
Accumulated deficit		(5,410,873)	(802)
Total Stockholders' (deficit) equity		(141,101)	24,198
Total liabilities, redeemable shares and stockholders' (deficit) equity		$ 200,511,076	$ 209,659
[1]	As of December 31, 2020, shares issued and outstanding included up to 656,250 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 7). On February 25, 2021, the underwriters partially exercised its over-allotment option, hence, 31,250 shares were forfeited, and the 625,000 shares of common stock are no longer subject to forfeiture since then.

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 25, 2021	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Common shares, par value, (per share)		$ 0.0001	$ 0.0001
Common shares, shares authorized		100,000,000	100,000,000
Common shares, shares issued		5,640,000	5,031,250
Common shares, shares outstanding		5,640,000	5,031,250
Maximum shares subject to forfeiture		656,250
Shares not subject to forfeiture	625,000
Over-allotment option
Shares subject to forfeiture	31,250
Common shares subject to redemption
Temporary equity, shares outstanding		20,000,000	0

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Operating expenses:
Formation costs	$ 802	$ 718,989
Franchise tax		200,705
Loss from operations	(802)	(919,694)
Other income
Investment income from Trust		11,361
Change in fair value of private warrants		110,000
Total other income		121,361
Loss before income taxes		(798,333)
Provision for income taxes		0
Net loss	$ (802)	$ (798,333)
Number of shares outstanding (basic)	4,375,000	4,381,126
Number of shares outstanding (diluted)	4,375,000	4,381,126
Net income(loss) per Common Stock (Basic)		$ (0.04)
Net income(loss) per Common Stock (Diluted)	$ 0	$ (0.04)
Common shares subject to redemption
Other income
Number of shares outstanding (basic)		17,362,637
Number of shares outstanding (diluted)	0	17,362,637
Net income(loss) per Common Stock (Basic)		$ (0.04)
Net income(loss) per Common Stock (Diluted)	$ 0	$ (0.04)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common StockSponsor	Common Stock	Additional Paid-in CapitalSponsor	Additional Paid-in Capital	Accumulated DeficitSponsor	Accumulated Deficit	Sponsor	Total
Balance at the beginning at Sep. 28, 2020				$ 0		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued to Sponsor, shares	5,031,250
Common stock issued to Sponsor, value	$ 503		$ 24,497		$ 0		$ 25,000
Issuance of representative shares	$ 503		$ 24,497		$ 0		$ 25,000
Issuance of representative shares (in shares)	5,031,250
Net loss				0		(802)		$ (802)
Balance at the end at Dec. 31, 2020		$ 503		24,497		(802)		24,198
Balance at the end (in shares) at Dec. 31, 2020		5,031,250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued to Sponsor, shares		90,000
Common stock issued to Sponsor, value		$ 9		513		0		522
Sale of 550,000 Private Placement units, including over-allotment, net of fair value of warrant liability		$ 55		5,244,195		0		$ 5,244,250
Sale of 550,000 Private Placement units, including over-allotment, net of fair value of warrant liability (in shares)		550,000						550,000
Shares forfeited due to partial exercise of over-allotment		$ (3)		3		0
Issuance of representative shares		$ 9		513		0		$ 522
Issuance of representative shares (in shares)		90,000
Remeasurement to shares subject to possible redemption				0		4,611,738		4,611,738
Net loss				0		(798,333)		(798,333)
Balance at the end at Dec. 31, 2021		$ 564		$ 5,269,208		$ (5,410,873)		$ (141,101)
Balance at the end (in shares) at Dec. 31, 2021		5,640,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares forfeited due to partial exercise of over-allotment (in shares)		(31,250)

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical)	12 Months Ended
	Dec. 31, 2021shares
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
Sale of 550,000 Private Placement units, including over-allotment, net of fair value of warrant liability (in shares)	550,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (802)	$ (798,333)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and investment held in Trust Account		(11,361)
Change in fair value of warrants		(110,000)
Changes in current assets and current liabilities:
Prepaid assets		(410,322)
Due to related party		107,857
Accounts payable and accrued expenses		150,024
Franchise tax payable		128,085
Accrued offering costs and expenses	461
Net cash used in operating activities	(341)	(944,050)
Cash Flows from Investing Activities:
Investment held in Trust Account		(200,000,000)
Net cash used in investing activities		(200,000,000)
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting discounts paid		196,000,000
Proceeds from private placement		5,500,000
Repayment of promissory note to related party		(65,000)
Payments of offering costs		(434,513)
Proceeds from initial shareholder	25,000
Proceeds from issuance of promissory note to related party	65,000
Payment of deferred offering costs	(56,703)
Net cash provided by financing activities	33,297	201,000,487
Net Change in Cash	32,956	56,437
Cash - Beginning of the period		32,956
Cash - end of the period	32,956	89,393
Supplemental Disclosure of Non-cash Financing Activities:
Initial value of common stock subject to possible redemption		170,666,930
Change in value of common stock subject to possible redemption		29,344,431
Initial fair value of liability associated with Private Warrants		255,750
Remeasurement to shares subject to possible redemption		$ 4,623,099
Accrued deferred offering costs	$ 120,000

Organization, Business Operatio

Organization, Business Operations	12 Months Ended
	Dec. 31, 2021
Organization, Business Operations and Going Concern
Organization, Business Operations and Going Concern	Note 1 - Organization, Business Operations Bite Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on September 29, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the business combination. The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from September 29, 2020 (inception) through December 31, 2021 relates to the Company's formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Smart Dine, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the IPO of 17,500,000 units (the “Units” and, with respect to the shares of 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 2. Simultaneously with the closing of the IPO the Company consummated the private placement (the “Private Placement”) of an aggregate of 500,000 units (the “Private Units”) at a price of $10.00 per Private Unit, to the Sponsor and EarlyBirdCapital, Inc., generating total gross proceeds of $5,000,000. Transaction costs of the IPO amounted to $4,611,738 consisting of $3,500,000 of underwriting discount and $611,738 of other cash offering costs. In addition, on February 17, 2021, $1,159,210 of cash was held outside of the Trust Account (as defined below) and was available for working capital purposes. On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000 and incurred $500,000 in cash underwriting fees. Trust Account Following the closing of the IPO, on February 17, 2021, $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was held in a Trust Account (“Trust Account”), and may only be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000. Upon closing of the IPO, the Private Placement, and the sale of the Units, in connection with the underwriters’ partial exercise of their over-allotment, a total of $200,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. 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 IPO and the sale of the Private Units will not be released from the Trust Account until the earliest to occur of the completion of the Company’s initial business combination or the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would have higher priority than the claims of the Company’s public stockholders. Initial Business Combination The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will cease all operations except for the purpose of winding up, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, any private shares and any public shares held by them in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, any private shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that its Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of December 31, 2021, the Company had $89,393 in its operating bank account, and working capital deficit of $6,712. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for common stock with respect to the founder shares, and the loan under an unsecured promissory note from the Sponsor of $82,500. The Company fully paid the outstanding amounts under the promissory note to the Sponsor on February 22, 2021. Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. The Sponsor will provide all necessary financial support through Working Capital Loans, equity financing, or a combination thereof, to enable the Company to meet its financial obligations as they become due through twelve months from the date the financial statements are issued. The agreement with the Sponsor will be available to the Company until the earlier of the consummation by the Company of an initial business combination or The Company’s liquidation. If the Company does not complete a business combination, the Working Capital Loans will be forgiven. Additionally, the Company has engaged EarlyBirdCapital as an advisor in connection with its business combination to assist it in holding meetings with its stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the initial business combination, assist it in obtaining stockholder approval for the business combination and assist with press releases and public filings in connection with the business combination (see Note 6). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Significant Accounting Policies
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying audited financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for annual financial information and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not Cash Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Such securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At December 31, 2021, the Company had approximately $200 million in cash held in the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. As of December 31, 2021, the common stock subject to possible redemption reflected on the balance sheet is reconciled as follows: ​ ​ ​ ​ ​ ​ As of December 31, 2021 ​ ​ ​ ​ Gross proceeds ​ $ 200,000,000 Less: Common stock issuance costs ​ ​ (4,611,738) Plus: Remeasurement of the carrying value to redemption value ​ 4,611,738 Common stock subject to possible redemption ​ $ 200,000,000 ​ Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of December 31, 2021, cash offering costs in the aggregate of $4,611,738 have been charged to stockholders’ equity (consisting of $4,000,000 of underwriting discount and $611,738 of other cash offering costs). The Company also issued 90,000 representative shares in connection with the offering (see Note 5). Fair Value Measurements The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1 , defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2 , defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 , defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 275,000 common stock warrants issued in connection with its Private Placement as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (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 10,275,000 shares of common stock in the aggregate. The Company’s statements of operations include a presentation of loss per share for Common Stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net loss per common stock, basic and diluted, for redeemable Common Stock is calculated by dividing the its proportional amount of net loss, by the weighted average number of redeemable Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable and Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Common Stock, by the weighted average number of non-redeemable and Common Stock outstanding for the periods. Non-redeemable Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ December 31, ​ 2021 2020 Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Numerator: Net loss allocable to common stock subject to possible redemption ​ $ (637,478) ​ $ — ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average redeemable common stock ​ ​ ​ ​ ​ ​ Redeemable common stock, basic and diluted ​ ​ 17,362,637 ​ ​ — Basic and diluted net income per share, redeemable common stock ​ $ (0.04) ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net loss minus redeemable net earnings ​ ​ ​ ​ ​ ​ Net loss ​ $ (798,333) ​ $ (802) Less: redeemable net loss ​ ​ 637,478 ​ ​ — Non-redeemable net loss ​ $ (160,855) ​ ​ (802) Denominator: Weighted average non-redeemable common stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, common stock ​ ​ 4,381,126 ​ ​ 4,375,000 Basic and diluted net loss per share, common stock ​ $ (0.04) ​ $ — ​ Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is evaluating ASU 2020-06 but does not believe that it will have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management is currently evaluating 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 target 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.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2021
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On February 17, 2021, the Company sold 17,500,000 Units pursuant the IPO, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $ 25,000,000 Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial business combination and will expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation. Public Warrants The Company has outstanding warrants to purchase an aggregate of 10,000,000 shares of the Company’s common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the underwriters’ partial exercise of their over-allotment option). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, 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 $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (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 the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of Warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable 30 days after the completion of its initial business combination and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption: ● 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 given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant-holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holders that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their 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 warrants, multiplied by the difference between the exercise price of the 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 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 warrants.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2021
Private Placement
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), the underwriters of the IPO, purchased an aggregate of 500,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $5,000,000. Each private unit consists of one share of common stock and one-half of one warrant (for a total outstanding 275,000 private warrants) . Among the Private Units, 470,000 Units were purchased by the Sponsor and 30,000 Units were purchased by EarlyBirdCapital. On February 25, 2021, simultaneously with the closing of the over-allotment the Company consummated the private placement (the “Private Placement”) of an aggregate of 50,000 units (the “Private Units”) at a price of $10.00 per Private Unit, to the Sponsor and EarlyBirdCapital, generating total gross proceeds of $500,000. Each Private Unit will be identical to the Units sold in the IPO, except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the private shares or private warrants, which will expire worthless if the Company does not consummate a business combination within the Combination Period. The Sponsor has agreed to waive redemption rights with respect to the private shares (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the Company’s obligations with respect to conversion rights as described in this prospectus or with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) if the Company fails to consummate a business combination within Combination Period or if the Company liquidates prior to the expiration of the Combination Period. However, the initial stockholders will be entitled to redemption rights with respect to any public shares held by them if the Company fails to consummate a business combination or liquidate within the Combination Period.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On October 30, 2020, the Sponsor purchased 4,312,500 shares of common stock for an aggregate purchase price of $25,000, or approximately $0.0058 per share. On February 11, 2021, as part of an upsizing of the IPO, the Company effected a stock dividend of 718,750 shares with respect to the common stock, resulting in the initial stockholders holding 5,031,250 shares of common stock. All shares and associated amounts have been retroactively restated to reflect the stock dividend. Up to 656,250 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On February 25, 2021, the underwriters exercised the over-allotment option in part, of the 656,250 Founder Shares subject to forfeiture, 31,250 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell their founder shares until the earlier of (i) one year 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, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial business combination, or earlier, in either case, if, subsequent to the initial business combination, the Company consummates a subsequent liquidation, merger, capital 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. Promissory Note - Related Party On October 29, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $200,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of April 30, 2021 or the closing of the IPO. As of February 17, 2021, the Company had borrowed $82,500 under the promissory note. The note was paid off on February 22, 2021. Due to Related Party As of December 31, 2021, the amount due to related party is $107,857 which represent the accrual of administrative service fee from February 12, 2021 to December 31, 2021. Related Party Loans In order to finance transaction costs in connection with an intended initial 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, provide non-interest bearing loans to the Company as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Units at a price of $10.00 per Unit at the option of the lender. The Units would be identical to the Private Units. At December 31, 2021, no such Working Capital Loans were outstanding. Administrative Service Fee Commencing on February 16, 2021, the Company has agreed to pay an affiliate of the Sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s business combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2021 ,

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the founder shares, Private Units, and Units that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The underwriters had a 45-day option from the date of the prospectus to purchase up to an additional 2,625,000 Units to cover over-allotments, if any. The underwriters were entitled to a cash underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $3,500,000. On February 25, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units, generating an aggregate of gross proceeds of $25,000,000 and incurred $500,000 in cash underwriting fees. Business Combination Marketing Agreement Additionally, the Company has engaged EarlyBirdCapital as an advisor in connection with our business combination to assist us in holding meetings with our stockholders to discuss the potential business combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities in connection with our initial business combination, assist us in obtaining stockholder approval for the business combination and assist us with our press releases and public filings in connection with the business combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of our initial business combination in an amount up to 3.5% of the gross proceeds of this offering (exclusive of any applicable finders’ fees which might become payable). Representative Shares On February 17, 2021, the Company issued to designees of EarlyBirdCapital 90,000 shares of common stock (the “representative shares”). The Company estimated the fair value of the stock to be $859,500 and was treated as underwriters’ compensation and charged directly to stockholders’ equity. The holders of the representative shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial business combination. In addition, the holders of the representative shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial business combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial business combination within the Combination Period. Furthermore, the Company may, in its sole discretion, force the forfeiture of 20,000 of the representative shares upon the consummation of the initial business combination.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Measurements
Fair Value Measurements	Note 7 — Fair Value Measurements The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Investment Held in Trust Account December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 200,011,361 ​ — ​ ​ — ​ At December 31, 2021, approximately $200 million of the balance in the Trust Account was held in cash. Warrant Liability The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of IPO. Accordingly, the Company has classified each Private Warrant as a liability at its fair value determined by the Monte Carlo simulation model. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. The change in fair value of the private warrant liabilities is summarized as follows: ​ ​ ​ ​ ​ Private warrant liabilities at February 17, 2021, as adjusted $ 255,750 Change in fair value of private warrant liabilities ​ (110,000) Private warrant liabilities at December 31, 2021 ​ $ 145,750 ​ The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies’ common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. There were no transfers between Levels 1, 2 or 3 during the three months ended December 31, 2021. The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021 and February 17, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 February 17, 2021 ​ Exercise price $ 11.50 ​ $ 11.50 ​ Share price ​ $ 9.72 ​ $ 9.55 ​ Volatility ​ ​ 10.0 % 16.0 % Expected life of the options to convert ​ ​ 5.5 ​ ​ 6.0 ​ Risk-free rate ​ ​ 1.31 % ​ 0.76 % Dividend yield ​ ​ — % — % ​ The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and at February 17, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description Level 3 2021 Liabilities: ​ ​ Warrant liabilities ​ $ 145,750 ​ $ 145,750 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ February 17, Description Level 3 2021 Liabilities: ​ ​ Warrant liabilities ​ $ 255,750 ​ $ 255,750 ​

Stockholder's Equity

Stockholder's Equity	12 Months Ended
	Dec. 31, 2021
Stockholder's Equity
Stockholder's Equity	Note 8 – Stockholders’ Equity Preferred Stock outstanding Common Stock - issued outstanding

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Taxes
Income Taxes	Note 9 - Income Taxes The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Deferred tax asset ​ ​ Organizational costs/Startup expenses ​ $ 150,988 ​ $ — Net operating losses ​ 39,762 ​ — Total deferred tax asset ​ 190,750 ​ — Valuation allowance ​ (190,750) ​ — Deferred tax asset, net of allowance ​ $ — ​ $ — ​ The income tax provision consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Federal: ​ ​ Current ​ $ — ​ $ — Deferred ​ (190,750) ​ — ​ ​ ​ ​ ​ ​ ​ State: ​ ​ Current ​ $ — ​ $ — Deferred ​ — ​ — ​ ​ ​ ​ ​ ​ ​ Change in valuation allowance ​ 190,750 ​ — Income tax provision ​ $ — ​ $ — ​ As of December 31, 2021, the Company had $189,344 of U.S. federal net operating loss carryovers available to offset future taxable income. The Federal NOLs can be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of 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 net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of 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 period ending December 31, 2021, the change in the valuation allowance was $190,750. ​ ​ ​ ​ ​ ​ December 31, 2021 Statutory federal income tax rate 21.0 % Change in FV warrants 2.9 % Valuation allowance (23.9) % Income tax provision expense/(benefit) — % ​ The effective tax rate differs from the statutory tax rate of 21.0% for the year ended December 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses. The Company files income tax returns in the U.S. federal jurisdiction. The Company’s tax returns since inception remain open.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the below listed item. Execution of Promissory Note On February 10, 2022, the Company along with the Sponsor executed a promissory note whereby the Sponsor has agreed to loan the Company up to $350,000 to cover expenses incurred related to the Company’s initial business combination. The Note is non-interest bearing and is payable on the date on which the Company consummates its initial business combination.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying audited financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for annual financial information and pursuant to the rules and regulations of the SEC.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash 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 Company did not
Cash Held in Trust Account	Cash Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Such securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At December 31, 2021, the Company had approximately $200 million in cash held in the Trust Account.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. As of December 31, 2021, the common stock subject to possible redemption reflected on the balance sheet is reconciled as follows: ​ ​ ​ ​ ​ ​ As of December 31, 2021 ​ ​ ​ ​ Gross proceeds ​ $ 200,000,000 Less: Common stock issuance costs ​ ​ (4,611,738) Plus: Remeasurement of the carrying value to redemption value ​ 4,611,738 Common stock subject to possible redemption ​ $ 200,000,000
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of December 31, 2021, cash offering costs in the aggregate of $4,611,738 have been charged to stockholders’ equity (consisting of $4,000,000 of underwriting discount and $611,738 of other cash offering costs). The Company also issued 90,000 representative shares in connection with the offering (see Note 5).
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1 , defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2 , defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 , defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 275,000 common stock warrants issued in connection with its Private Placement as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted loss per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (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 10,275,000 shares of common stock in the aggregate. The Company’s statements of operations include a presentation of loss per share for Common Stock subject to possible redemption in a manner similar to the two-class method of loss per common stock. Net loss per common stock, basic and diluted, for redeemable Common Stock is calculated by dividing the its proportional amount of net loss, by the weighted average number of redeemable Common Stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable and Common Stock is calculated by dividing the net loss, adjusted for income attributable to redeemable Common Stock, by the weighted average number of non-redeemable and Common Stock outstanding for the periods. Non-redeemable Common Stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ December 31, ​ 2021 2020 Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Numerator: Net loss allocable to common stock subject to possible redemption ​ $ (637,478) ​ $ — ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average redeemable common stock ​ ​ ​ ​ ​ ​ Redeemable common stock, basic and diluted ​ ​ 17,362,637 ​ ​ — Basic and diluted net income per share, redeemable common stock ​ $ (0.04) ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net loss minus redeemable net earnings ​ ​ ​ ​ ​ ​ Net loss ​ $ (798,333) ​ $ (802) Less: redeemable net loss ​ ​ 637,478 ​ ​ — Non-redeemable net loss ​ $ (160,855) ​ ​ (802) Denominator: Weighted average non-redeemable common stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, common stock ​ ​ 4,381,126 ​ ​ 4,375,000 Basic and diluted net loss per share, common stock ​ $ (0.04) ​ $ —
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is evaluating ASU 2020-06 but does not believe that it will have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Risks and Uncertainties	Risks and Uncertainties Management is currently evaluating 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 target 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.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Significant Accounting Policies
Schedule of reconciliation of net loss per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ December 31, ​ 2021 2020 Common stock subject to possible redemption ​ ​ ​ ​ ​ ​ Numerator: Net loss allocable to common stock subject to possible redemption ​ $ (637,478) ​ $ — ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average redeemable common stock ​ ​ ​ ​ ​ ​ Redeemable common stock, basic and diluted ​ ​ 17,362,637 ​ ​ — Basic and diluted net income per share, redeemable common stock ​ $ (0.04) ​ $ — ​ ​ ​ ​ ​ ​ ​ Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ Numerator: Net loss minus redeemable net earnings ​ ​ ​ ​ ​ ​ Net loss ​ $ (798,333) ​ $ (802) Less: redeemable net loss ​ ​ 637,478 ​ ​ — Non-redeemable net loss ​ $ (160,855) ​ ​ (802) Denominator: Weighted average non-redeemable common stock ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding, common stock ​ ​ 4,381,126 ​ ​ 4,375,000 Basic and diluted net loss per share, common stock ​ $ (0.04) ​ $ —
Schedule of common stock subject to possible redemption	​ ​ ​ ​ ​ ​ As of December 31, 2021 ​ ​ ​ ​ Gross proceeds ​ $ 200,000,000 Less: Common stock issuance costs ​ ​ (4,611,738) Plus: Remeasurement of the carrying value to redemption value ​ 4,611,738 Common stock subject to possible redemption ​ $ 200,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Measurements
Schedule of company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 200,011,361 ​ — ​ ​ —
Schedule of change in the fair value of the private warrant liabilities	​ ​ ​ ​ ​ Private warrant liabilities at February 17, 2021, as adjusted $ 255,750 Change in fair value of private warrant liabilities ​ (110,000) Private warrant liabilities at December 31, 2021 ​ $ 145,750
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 February 17, 2021 ​ Exercise price $ 11.50 ​ $ 11.50 ​ Share price ​ $ 9.72 ​ $ 9.55 ​ Volatility ​ ​ 10.0 % 16.0 % Expected life of the options to convert ​ ​ 5.5 ​ ​ 6.0 ​ Risk-free rate ​ ​ 1.31 % ​ 0.76 % Dividend yield ​ ​ — % — %
Schedule of company's liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Description Level 3 2021 Liabilities: ​ ​ Warrant liabilities ​ $ 145,750 ​ $ 145,750 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ February 17, Description Level 3 2021 Liabilities: ​ ​ Warrant liabilities ​ $ 255,750 ​ $ 255,750

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Taxes
Schedule of net deferred income tax assets	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Deferred tax asset ​ ​ Organizational costs/Startup expenses ​ $ 150,988 ​ $ — Net operating losses ​ 39,762 ​ — Total deferred tax asset ​ 190,750 ​ — Valuation allowance ​ (190,750) ​ — Deferred tax asset, net of allowance ​ $ — ​ $ —
Schedule of income tax provision	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Federal: ​ ​ Current ​ $ — ​ $ — Deferred ​ (190,750) ​ — ​ ​ ​ ​ ​ ​ ​ State: ​ ​ Current ​ $ — ​ $ — Deferred ​ — ​ — ​ ​ ​ ​ ​ ​ ​ Change in valuation allowance ​ 190,750 ​ — Income tax provision ​ $ — ​ $ —
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate	​ ​ ​ ​ ​ ​ December 31, 2021 Statutory federal income tax rate 21.0 % Change in FV warrants 2.9 % Valuation allowance (23.9) % Income tax provision expense/(benefit) — %

Organization, Business Operat_2

Organization, Business Operations (Details)	Feb. 25, 2021USD ($)$ / sharesshares	Feb. 17, 2021USD ($)$ / sharesshares	Feb. 11, 2021USD ($)$ / sharesshares	Sep. 29, 2020	Dec. 31, 2020USD ($)	Dec. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Shares issued , price per share | $ / shares						$ 10
Gross proceeds						$ 200,000,000
Sale of Private Placement Warrants (in shares) | shares						275,000
Proceeds from private placement						$ 5,500,000
Transaction Costs		$ 4,611,738				4,611,738
Underwriting fees		3,500,000				4,000,000
Other offering costs		611,738				611,738
Cash held outside the Trust Account					$ 32,956	89,393
Condition for future business combination number of businesses minimum				1
Payments for investment of cash in Trust Account						200,000,000
Payments of offering costs						$ 434,513
Condition for future business combination use of proceeds percentage						100
Minimum Net Tangible Assets Upon Consummation Of Business Combination						$ 5,000,001
Cash Held Outside Trust Account		$ 1,159,210				89,393
Working capital						6,712
Common stock issued to Sponsor, value						$ 522
Proceeds from borrowing					$ 65,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares	50,000
Price of warrant | $ / shares	$ 10
Proceeds from private placement	$ 500,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares						10,000,000
Price of warrant | $ / shares						$ 11.50
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares		17,500,000	17,500,000
Shares issued , price per share | $ / shares		$ 10	$ 10
Gross proceeds from sale of units		$ 175,000,000	$ 175,000,000
Share Price | $ / shares		$ 10
Sale of Private Placement Warrants (in shares) | shares						500,000
Redemption of shares calculated based on business days prior to consummation of business combination (in days)						24 months
Redemption period upon closure						24 months
Common stock issued to Sponsor, value						$ 25,000
Proceeds from borrowing		$ 82,500
IPO | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from sale of units						$ 5,000,000
Private Placem
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares						$ 10
Proceeds from private placement						$ 5,000,000
Private Placem | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares						500,000
Share Price | $ / shares						$ 10
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	2,500,000					2,625,000
Gross proceeds from sale of units	$ 25,000,000
Gross proceeds	$ 25,000,000
Sale of Private Placement Warrants (in shares) | shares	200,000,000
Price of warrant | $ / shares	$ 10
Underwriting fees	$ 500,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Feb. 17, 2021
Cash equivalents	$ 0
Cash Equivalents Held In Trust Account	200,000,000
Federal Depository Insurance Coverage	250,000
Transaction Costs	4,611,738	$ 4,611,738
Underwriting fees	4,000,000	3,500,000
Other offering costs	$ 611,738	$ 611,738
representative shares	90,000
Unrecognized tax benefits	$ 0
Unrecognized tax benefits accrued for interest and penalties	$ 0
Statutory tax rate (as a percent)	21.00%
Number of warrants issued	275,000
Anti-dilutive securities attributable to warrants (in shares)	10,275,000

Significant Accounting Polici_5

Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Numerator: Net income allocable to common stock subject to possible redemption
Net loss allocable to common stock subject to possible redemption		$ (637,478)
Net Income	$ (802)	$ (798,333)
Denominator: Weighted Average Redeemable common stock
Net income(loss) per Common Stock (Basic)		$ (0.04)
Number of shares outstanding (basic)	4,375,000	4,381,126
Net income(loss) per Common Stock (Diluted)	$ 0	$ (0.04)
Number of shares outstanding (diluted)	4,375,000	4,381,126
Class A Common Stock Subject to Redemption
Denominator: Weighted Average Redeemable common stock
Net income(loss) per Common Stock (Basic)		$ (0.04)
Number of shares outstanding (basic)		17,362,637
Net income(loss) per Common Stock (Diluted)	$ 0	$ (0.04)
Number of shares outstanding (diluted)	0	17,362,637
Non Redeemable Common Stock [Member]
Numerator: Net income allocable to common stock subject to possible redemption
Net Income	$ (802)	$ (798,333)
Less: redeemable net loss		637,478
Non-redeemable net loss	$ (802)	$ (160,855)
Denominator: Weighted Average Redeemable common stock
Net income(loss) per Common Stock (Basic)		$ (0.04)
Number of shares outstanding (basic)	4,375,000	4,381,126
Net income(loss) per Common Stock (Diluted)	$ 0	$ (0.04)
Number of shares outstanding (diluted)	4,375,000	4,381,126

Significant Accounting Polici_6

Significant Accounting Policies - Common Stock Subject to Possible Redemption (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Gross proceeds	$ 200,000,000
Less: Common stock issuance costs	(4,611,738)
Plus: Remeasurement of the carrying value to redemption value	4,611,738
Common shares subject to redemption
Common stock subject to possible redemption	$ 200,000,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Feb. 25, 2021	Feb. 17, 2021	Feb. 11, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit				$ 10
Proceeds received from initial public offering, gross				$ 200,000,000
Underwriting fees		$ 3,500,000		$ 4,000,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant				1
Redemption Period				30 days
Public Warrants expiration term				5 years
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold		17,500,000	17,500,000
Purchase price, per unit		$ 10	$ 10
Number of shares in a unit		1
Number of warrants in a unit		0.5
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant				1
Exercise price of warrants				$ 11.50
Redemption Period				30 days
Public Warrants expiration term				5 years
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	2,500,000			2,625,000
Proceeds received from initial public offering, gross	$ 25,000,000
Underwriting fees	$ 500,000

Initial Public Offering - Warra

Initial Public Offering - Warrants (Details)	12 Months Ended
	Dec. 31, 2021D$ / sharesshares	Feb. 25, 2021$ / sharesshares
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued | shares	275,000
Issue price per share	$ 9.20
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Stock price trigger for redemption of public warrants	$ 18
Trading days for redemption of public warrants | D	20
Consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | D	3
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued | shares		50,000
Price of warrants		$ 10
Public Warrants
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued | shares	10,000,000
Number of shares issuable per warrant | shares	1
Price of warrants	$ 11.50
Issue price per share	$ 9.20
Percentage of total equity related to new issuances which would trigger an adjustment in the exercise price of the warrant	60.00%
Trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%
Public Warrants expiration term	5 years
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption period	30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants	$ 18

Private Placement (Details)

Private Placement (Details) - USD ($)	Feb. 25, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		275,000
Aggregate purchase price		$ 5,500,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	50,000
Price of warrants	$ 10
Aggregate purchase price	$ 500,000
EarlyBirdCapital
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		30,000
IPO
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		500,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	200,000,000
Price of warrants	$ 10
Private Placement
Subsidiary, Sale of Stock [Line Items]
Price of warrants		$ 10
Aggregate purchase price		$ 5,000,000
Number of shares per warrant		1
Private Placement | Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		470,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Feb. 11, 2021shares	Oct. 30, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)	Dec. 31, 2021USD ($)D$ / shares	Feb. 25, 2021shares
Related Party Transaction [Line Items]
Common stock issued to Sponsor, value | $				$ 522
Share dividend	718,750
Aggregate number of shares owned	5,031,250
Sponsor
Related Party Transaction [Line Items]
Common stock issued to Sponsor, shares		4,312,500
Common stock issued to Sponsor, value | $		$ 25,000	$ 25,000
Share price | $ / shares		$ 0.0058
Founder shares | Sponsor
Related Party Transaction [Line Items]
Shares subject to forfeiture	656,250				656,250
Number of shares forfeited					31,250
Shares no longer subject to forfeiture					625,000
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Feb. 17, 2021	Feb. 16, 2021	Dec. 31, 2020	Dec. 31, 2021	Oct. 29, 2020
Related Party Transaction [Line Items]
Proceeds from borrowing			$ 65,000
Amount due to related party				$ 107,857
Promissory Note - Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 200,000
Proceeds from borrowing	$ 82,500
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant				$ 1,500,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant				$ 10
Administrative Service Fee
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Amount due to related party				$ 107,857

Commitments and Contingencies (

Commitments and Contingencies (Details)	Feb. 25, 2021USD ($)shares	Feb. 17, 2021USD ($)shares	Dec. 31, 2020USD ($)	Dec. 31, 2021USD ($)itemshares
Loss Contingencies [Line Items]
Maximum number of demands for registration of securities | item				2
Underwriting option period				45 days
Proceeds from initial shareholder			$ 25,000
EarlyBirdCapital | Representative Shares
Loss Contingencies [Line Items]
Common stock issued to Sponsor, shares | shares		90,000
Fair value of stock		$ 859,500
Number of forfeiture of shares upon consummation of Business Combination | shares				20,000
Business Combination Marketing Agreement | EarlyBirdCapital
Loss Contingencies [Line Items]
Service fee (in percent)				3.50%
Over-allotment option
Loss Contingencies [Line Items]
Number of units sold | shares	2,500,000			2,625,000
Underwriting cash discount (in percent)				2.00%
Proceeds from initial shareholder	$ 25,000,000
Underwriter cash discount	$ 500,000			$ 3,500,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Dec. 31, 2021	Feb. 17, 2021
Assets:
Investments held in Trust Account	$ 200,011,361
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	145,750
Trust account held in cash	200,000,000
Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	145,750	$ 255,750
Level 1 | Recurring
Assets:
Investments held in Trust Account	200,011,361
Level 3 | Recurring
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	$ 145,750	$ 255,750

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3	10 Months Ended
	Dec. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Private warrant liabilities at (inception)	$ 255,750
Change in fair value of private warrant liabilities	(110,000)
Private warrant liabilities at end of period	$ 145,750

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Dec. 31, 2021Y	Feb. 17, 2021Y
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Share price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.72	9.55
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	10	16
Expected life of the options to convert
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	5.5	6
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.31	0.76

Stockholder's Equity - Preferre

Stockholder's Equity - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Stockholder's Equity
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Stockholder's Equity - Common S

Stockholder's Equity - Common Stock Shares (Details) - $ / shares	Feb. 25, 2021	Feb. 11, 2021	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			100,000,000	100,000,000
Common shares, par value (in dollars per share)			$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)			5,640,000	5,031,250
Common shares, shares outstanding (in shares)			5,640,000	5,031,250
Maximum shares subject to forfeiture			656,250
Shares not subject to forfeiture	625,000
Common Stock Dividends, Shares		718,750
Aggregate Number Of Shares Owned		5,031,250
Founder shares
Class of Stock [Line Items]
Shares not subject to forfeiture	625,000
Founder shares | Sponsor
Class of Stock [Line Items]
Shares subject to forfeiture	656,250	656,250
IPO
Class of Stock [Line Items]
Common Stock Dividends, Shares		718,750
Aggregate Number Of Shares Owned		5,031,250
Over-allotment option
Class of Stock [Line Items]
Shares subject to forfeiture	31,250
Over-allotment option | Founder shares
Class of Stock [Line Items]
Maximum shares subject to forfeiture	656,250
Shares subject to forfeiture	31,250
Over-allotment option | Founder shares | Sponsor
Class of Stock [Line Items]
Maximum shares subject to forfeiture			656,250
Common shares subject to redemption
Class of Stock [Line Items]
Common stock subject to possible redemption, outstanding (in shares)			20,000,000	0

Income Taxes (Details)

Income Taxes (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Income Taxes
Operating loss carryovers to offset future taxable income	$ 189,344
Change in valuation allowance	$ 190,750
Statutory tax rate (as a percent)	21.00%

Income Taxes - Deferred Tax Ass

Income Taxes - Deferred Tax Assets (Details)	Dec. 31, 2021USD ($)
Deferred tax asset
Organizational costs/Startup expenses	$ 150,988
Net operating loss	39,762
Total deferred tax asset	190,750
Valuation allowance	$ (190,750)

Income Taxes - Income Tax Provi

Income Taxes - Income Tax Provision (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Federal:
Deferred	$ (190,750)
Change in valuation allowance	190,750
Income tax provision	$ 0

Income Taxes - Effective Tax Ra

Income Taxes - Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate (in percent)	21.00%
Change in FV warrants (in percent)	2.90%
Valuation allowance (in percent)	(23.90%)

Subsequent Events (Details)

Subsequent Events (Details)	Feb. 10, 2022USD ($)
Subsequent Event | Sponsor
Subsequent Event [Line Items]
Outstanding balance of related party note	$ 350,000