Moringa Acquisition (MACA) 10-Q 23 May 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Document Information Line Items
Entity Registrant Name	MORINGA ACQUISITION CORP
Trading Symbol	MACA
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001835416
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40073
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	250 Park Avenue
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(212)
Local Phone Number	572-6395
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		11,980,000
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		2,875,000

Unaudited Condensed Balance She

Unaudited Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 179,000	$ 38,944
Investments held in Trust Account	115,015,758	115,006,372
Prepaid expenses	287,603	368,853
TOTAL ASSETS	115,482,361	115,414,169
CURRENT LIABILITIES:
Accrued expenses	127,617	38,576
Related party	630,000	310,000
Private warrant liability	65,151	160,341
TOTAL LIABILITIES	822,768	508,917
COMMITMENTS AND CONTINGENCIES
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 11,500,000 shares at redemption value of $10	115,000,000	115,000,000
CAPITAL DEFICIENCY:
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized 480,000 issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021;	48	48
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized, 2,875,000 issued and outstanding as of March 31, 2021 and December 31, 2021;	288	288
Preferred Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021.
Additional paid-in capital	855,994	855,994
Accumulated deficit	(1,196,737)	(951,078)
TOTAL CAPITAL DEFICIENCY	(340,407)	(94,748)
TOTAL LIABILITIES AND SHARES SUBJECT TO POSSIBLE REDEMPTION NET OF CAPITAL DEFICIENCY	$ 115,482,361	$ 115,414,169

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred shares, shares issued
Preferred shares, shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption, shares	11,500,000	11,500,000
Ordinary shares subject to possible redemption, redemption value (in Dollars)	$ 10	$ 10
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	480,000	480,000
Ordinary shares, shares outstanding	480,000	480,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	2,875,000	2,875,000
Ordinary shares, shares outstanding	2,875,000	2,875,000

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
INTEREST EARNED ON INVESTMENTS HELD IN TRUST ACCOUNT	$ 9,386	$ 676
GENERAL AND ADMINISTRATIVE	(350,235)	(92,654)
CHANGE IN FAIR VALUE OF WARRANT LIABILITY	95,190	(5,776)
NET LOSS FOR THE PERIOD	$ (245,659)	$ (97,754)
WEIGHTED AVERAGE NUMBER OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (in Shares)	11,500,000	4,911,111
BASIC AND DILUTED NET LOSS PER CLASS A ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION (in Dollars per share)	$ (0.02)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES (in Shares)	3,355,000	3,139,889
BASIC AND DILUTED NET LOSS PER NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES (in Dollars per share)	$ (0.02)	$ (0.01)

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Shareholders’ Equity (Capital Deficiency) - USD ($)	Class Aordinary shares	Class Bordinary shares	Additional paid-in capital	Accumulated deficit	Total
Balance at Dec. 31, 2020	$ 10	$ 288	$ 25,572	$ (195,860)	$ (169,990)
Balance (in Shares) at Dec. 31, 2020	100,000	2,875,000
Sale of 380,000 Private Class A ordinary shares, net of issuance costs	$ 38		3,380,610		3,380,648
Sale of 380,000 Private Class A ordinary shares, net of issuance costs (in Shares)	380,000
Accretion for public Class A ordinary shares to redemption amount			(2,550,188)		(2,550,188)
Net loss for the period				(97,754)	(97,754)
Balance at Mar. 31, 2021	$ 48	$ 288	855,994	(293,614)	562,716
Balance (in Shares) at Mar. 31, 2021	480,000	2,875,000
Balance at Dec. 31, 2021	$ 48	$ 288	855,994	(951,078)	(94,748)
Balance (in Shares) at Dec. 31, 2021	480,000	2,875,000
Net loss for the period				(245,659)	(245,659)
Balance at Mar. 31, 2022	$ 48	$ 288	$ 855,994	$ (1,196,737)	$ (340,407)
Balance (in Shares) at Mar. 31, 2022	480,000	2,875,000

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Changes in Shareholders’ Equity (Capital Deficiency) (Parentheticals)	3 Months Ended
	Mar. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Sale of Private Class A ordinary shares	380,000

Unaudited Condensed Statement_4

Unaudited Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (245,659)	$ (97,754)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in the fair value of the private warrant liability	(95,190)	5,776
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses	81,250	(612,603)
Increase (decrease) in related party	30,000	(106,202)
Increase in accrued expenses	89,041	5,600
Net cash used in operating activities	(140,558)	(805,183)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Public Units		115,000,000
Payment of underwriting commissions and offering expenses		(2,549,157)
Sale of Private Units, refer to note 3		3,800,000
Proceeds from a promissory note – related party	300,000	20,000
Repayment of promissory note – related party	(10,000)	(169,990)
Deferred offering costs
Net cash provided by financing activities	290,000	116,100,853
INCREASE IN CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT	149,442	115,295,670
CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT AT BEGINNING OF THE PERIOD	115,045,316	51,701
CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT AT END OF THE PERIOD	115,194,758	115,347,371
RECONCILIATION OF CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT:
Cash and cash equivalents	179,000	346,695
Investments held in trust account	115,015,758	115,000,676
Total cash, cash equivalents and investments held in trust account	115,194,758	115,347,371
SUPPLEMENTARY INFORMATION REGARDING NON-CASH ACTIVITIES:
Deferred offering costs		$ 77,699

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
General [Abstract]
Description of Organization and Business Operations	NOTE 1 – Description of Organization and Business Operations: a. Organization and General Moringa Acquisition Corp (hereafter – the Company) is a blank check company, incorporated on September 24, 2020 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination). 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”). All activity for the period from September 24, 2020 (inception) through March 31, 2022, relates to the Company’s formation, its initial public offering (the “Public Offering”) described below and its search for a target company. The Company generates interest income on proceeds held in the trust account derived from the Public Offering. The Company has selected December 31 as its fiscal year end. b. Sponsor and Financing The Company’s sponsor is Moringa Sponsor, L.P., a Cayman exempted limited partnership (which is referred to herein, together with its wholly-owned subsidiary, Moringa Sponsor (US) LP, a Delaware limited partnership, as the “Sponsor”). The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on February 16, 2021. The initial stage of the Company’s Public Offering— the sale of 10,000,000 Units — closed on February 19, 2021 (hereafter – the Closing of the Public Offering). Upon that closing and the concurrent closing of the initial stage of the Private Placement (as defined below in Note 3). $100,000,000 was placed in a trust account (the “Trust Account”) (discussed in (c) below). On March 3, 2021, upon the full exercise by the underwriters of their over-allotment option for the Public Offering, the second stage of the Public Offering — the sale of 1,500,000 Units — closed. Upon that closing and the concurrent closing of the second stage of the Private Placement, an additional $15,000,000 was placed in the Trust Account. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement. c. The Trust Account The proceeds held in the Trust Account will be invested in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.00. The Company complies with the provisions of ASU 2016-18, under which changes in proceeds held in the Trust Account are accounted for as Changes in Cash, Cash Equivalents and Investments Held in a Trust Account in the Company’s Statements of Cash Flows. d. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Public Class A ordinary shares are classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the initial Business Combination within 24 months from the Closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in Note 7) held by them if the Company fails to complete the initial Business Combination within 24 months of the Closing of the Public Offering or during any extended time that the Company has to consummate an initial Business Combination beyond 24 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern As of March 31, 2022, the Company had approximately $179 thousand of cash and an accumulated deficit of $1,197 thousand. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standard Codification 205-40, “Going Concern”, the Company will need to obtain additional funds in order to satisfy its liquidity needs in its search for an Initial Business Combination. Since its inception date and through the issuance date of these financial statements, the Company’s liquidity needs were satisfied through an initial capital injection from the Sponsor, followed by net Private Placement proceeds, as well as several withdrawals of the Sponsor promissory notes. Management has determined that it will need to continue to rely and is significantly dependent on the unwithdrawn amounts under the outstanding Sponsor promissory notes, as well as on future promissory notes or other forms of financial support (of which the Sponsor is not obligated to provide). Moreover, the Company has until February 19, 2023 (hereafter – the Mandatory Liquidation Date) to consummate an Initial Business Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete an Initial Business Combination before the Mandatory Liquidation Date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Mandatory Liquidation Date, nor that it will be able to raise sufficient funds to complete an Initial Business Combination. These matters raise substantial doubt about the Company’s ability to continue as a going concern, for the subsequent twelve months following the issuance date of these condensed financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company fail to obtain financial support in its search for an Initial Business Combination, nor if it is required to liquidate after the Mandatory Liquidation Date.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES: a. Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. b. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used. c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. As of March 31, 2022 and December 31, 2021, the Company held its cash and cash equivalents in an SVB bank account, and its investments Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820. d. Class A Ordinary Shares subject to possible redemption As discussed in Note 1, all of the 11,500,000 shares of Class A ordinary shares sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company has classified all of the shares sold under the Public Units as subject to possible redemption. Immediately upon the Closing of the Public Offering, the Company recognized the accretion from the offering costs allocated to the Class A Ordinary Shares subject to possible redemption. As of both March 31, 2022 and December 31, 2021, the shares of Class A Ordinary Shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: U.S. Dollars Gross proceeds $ 115,000,000 Less: Portion of offering costs attributable to Class A shares subject to possible redemption $ (2,551,880 ) Plus: Accretion to redemption value $ 2,551,880 Class A ordinary shares subject to possible redemption $ 115,000,000 e. Net loss per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating net loss per each share – Class A ordinary share subject to possible redemption, non-redeemable Class A and Class B ordinary shares. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from Net Loss per Share as the redemption value approximates fair value. During the three months ended March 31, 2022 and 2021, the Company had outstanding warrants to purchase up to 5,940,000 shares of Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net loss per share since the exercise of the warrants is contingent upon the occurrence of future events. The Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for both periods presented. f. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. g. Public Warrant The Company applied the provisions of ASC 815-40 and classified its public warrants, issued as part of the Public Units as detailed in Note 3, as equity securities. h. Private Warrant liability The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Warrants (as defined in Note 3) has been estimated using a Black-Scholes-Merton model. i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. j. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 may differ from those estimates and such differences may have a material impact on the Company’s financial statements. k. Offering Costs The Company complies with the requirements of the Accounting Standards Codification 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $334,345. These costs, together with the upfront underwriter discount, of $2,300,000 were allocated between the sale of the Public Units and the Private Units. Out of the total amount of offering costs, an amount of $7,599 was allocated to the Private Warrant Liability, and therefore charged as an expense l. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015-17. The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit). m. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company’s financial statements.

Public Offering and Private Pla

Public Offering and Private Placements	3 Months Ended
	Mar. 31, 2022
Public Offering And Private Placements [Abstract]
PUBLIC OFFERING AND PRIVATE PLACEMENTS	NOTE 3 – PUBLIC OFFERING AND PRIVATE PLACEMENTS: In the Public Offering, the Company issued and sold 11,500,000 units (including 1,500,000 units sold at a second closing pursuant to the underwriters’ exercise of their over-allotment option in full) at an offering price of $10.00 per unit (the “Units”). The Sponsor and EarlyBirdCapital, Inc. (the representative of the underwriters) purchased, in a private placement that occurred simultaneously with the two closings of the Public Offering (the “Private Placement”), an aggregate of 352,857 and 27,143 Units, respectively, at a price of $10.00 per Unit. Each Unit (both those sold in the Public Offering and in the Private Placement) consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Public Warrant” and a “Private Warrant”, and collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation. Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. The Warrants included in the Units sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that the Private Warrants, for so long as they are held by the Sponsor, EarlyBirdCapital, Inc. or their respective affiliates: (1) will not be redeemable by the Company; (2) may not (including the Class A ordinary shares issuable upon exercise of those warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s initial Business Combination; (3) may be exercised by the holders thereof on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise thereof) are entitled to registration rights. The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering and the full exercise of the underwriters’ over-allotment, or $2,300,000, in the aggregate, to the underwriters at the two closings of the Public Offering. Refer to Note 5 for more information regarding an additional fee payable to the underwriters upon the consummation of an Initial Business Combination.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 – RELATED PARTY TRANSACTIONS: a. Promissory Note On December 9, 2020, the Company signed a promissory note, under which it could borrow up to a $300 thousand principal amount from the Sponsor. Amounts drawn by the Company under the note were to be used to cover finance costs and expenses related to its formation and capital raise. The entire unpaid balance was payable on the earlier of (i) March 31, 2021, or (ii) the date of a capital raise (i.e., the closing of the Public Offering). Any drawn amounts could be prepaid at any time. The promissory note did not bear any interest on the principal amount outstanding thereunder. The Company borrowed $170 thousand under the promissory note, $150 thousand prior to December 31, 2020 and an additional $20 thousand on February 2021. The total $170 thousand owed under the promissory note was repaid in March 2021, following the Closing of the Public Offering. On August 9, 2021 the Company and the Sponsor have entered into an additional Promissory Note agreement (hereafter – the Second Promissory Note), according to which the Company may withdraw up to $1 million to fulfil its ongoing operational needs or preparations towards an Initial Business Combination. The entire unpaid balance shall be payable on the earlier of (i) February 19, 2023, or (ii) the date on which the Company consummates its Initial Business Combination. Any drawn amounts could be prepaid at any time. The promissory note does not bear any interest on the principal amount outstanding thereunder. On December 23, 2021, the Company borrowed $300 thousand under the promissory note. On January 27, 2022 the Company borrowed an additional $300 thousand from the promissory note given by the Sponsor. b. Administrative Services Agreement On December 16, 2020, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the Public Offering and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation. The composition of the Related Party balance is as follows: March 31, December 31, In U.S. dollars Promissory note 600,000 300,000 Accrual for Administrative Services Agreement 30,000 10,000 630,000 310,000

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 – COMMITMENTS AND CONTINGENCIES: Underwriters’ Deferred Discount Under the Business Combination Marketing Agreement, the Company shall pay an additional fee (hereafter – the Deferred Discount) of 3.5% of the gross proceeds of the Public Offering (or $4,025,000) payable upon the Company’s completion of the initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 6 - FAIR VALUE MEASUREMENTS: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure 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). The three levels of the fair value hierarchy are as follows: Basis for Fair Value Measurement Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: Level March 31, December 31, Assets: Money market funds held in Trust Account 1 $ 115,015,758 $ 115,006,372 Liabilities: Private Warrant Liability 3 $ 65,151 $ 160,341 The estimated fair value of the Private Placement Warrants was determined using a binomial model to extract the market’s implied probability for an Initial Business Combination, using the Public Warrant’s market price. Once probability was extracted, a Black-Scholes-Merton model with Level 3 inputs was used to calculate the Private Warrants’ fair value. Inherent in a Black-Scholes-Merton model are assumptions related to expected life (term), expected stock price, volatility, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of selected peer companies’ Class A ordinary shares 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 remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs: March 31, December 31, Share price $ 10.0 $ 10.0 Strike price $ 11.5 $ 11.5 Volatility 50 % 50 % Risk-free interest rate 2.42 % 1.26 % Dividend yield 0.00 % 0.00 %

Shareholders_ Equity

Shareholders’ Equity	3 Months Ended
	Mar. 31, 2022
Shareholders’ Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 7 – SHAREHOLDERS’ EQUITY: a. Ordinary Shares Class A Ordinary Shares On November 20, 2020 the Company issued 100,000 Class A ordinary shares of $0.0001 par value each to designees of the Representative (hereafter – the Representative Shares) for a consideration equal to the par value of the shares. The Representative Shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company accounted for the issuance of the Representative Shares as compensation expenses amounting to $860, with a corresponding credit to Additional Paid-In Capital, for the excess value over the consideration paid. The Company estimated the fair value of the issuance based upon the price of Class B Ordinary Shares that were issued to the Sponsor. Pursuant to the Public Offering and the concurrent Private Placement that were each effected in two closings— on February 19, 2021 and March 3, 2021— the Company issued and sold an aggregate of 11,500,000 and 380,000 Class A ordinary shares as part of the Units sold in those respective transactions. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $115 million and $3.8 million in the Public Offering and Private Placement, respectively. See Note 3 above for further information regarding those share issuances. The Company classified its 11,500,000 Public Class A ordinary shares as temporary equity. The remaining 480,000 Private Class A ordinary shares were classified as permanent equity. Class B Ordinary Shares On November 20, 2020 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor’s wholly-owned Delaware subsidiary. Out of the 2,875,00 Class B ordinary shares, up to 375,000 were subject to forfeiture if the underwriters were to not exercise their over-allotment in full or in part. Because the underwriters exercised their over-allotment option in full on March 3, 2021, that potential forfeiture did not occur. Class B ordinary shares are convertible into non-redeemable Class A ordinary shares, on a one-for-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the Business Combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial Business Combination . b. Preferred shares The Company is authorized to issue up to 5,000,000 Preferred Shares of $0.0001 par value each. As of March 31, 2022 and December 31, 2021, the Company has no preferred shares issued and outstanding.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS: Management has performed an evaluation of subsequent events, noting no other items which require adjustment or disclosure.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	a. Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q.
Emerging Growth Company	b. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used.
Cash and cash equivalents	c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. As of March 31, 2022 and December 31, 2021, the Company held its cash and cash equivalents in an SVB bank account, and its investments Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820.
Class A Ordinary Shares subject to possible redemption	d. Class A Ordinary Shares subject to possible redemption As discussed in Note 1, all of the 11,500,000 shares of Class A ordinary shares sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company has classified all of the shares sold under the Public Units as subject to possible redemption. Immediately upon the Closing of the Public Offering, the Company recognized the accretion from the offering costs allocated to the Class A Ordinary Shares subject to possible redemption. As of both March 31, 2022 and December 31, 2021, the shares of Class A Ordinary Shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: U.S. Dollars Gross proceeds $ 115,000,000 Less: Portion of offering costs attributable to Class A shares subject to possible redemption $ (2,551,880 ) Plus: Accretion to redemption value $ 2,551,880 Class A ordinary shares subject to possible redemption $ 115,000,000
Net loss per share	e. Net loss per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating net loss per each share – Class A ordinary share subject to possible redemption, non-redeemable Class A and Class B ordinary shares. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from Net Loss per Share as the redemption value approximates fair value. During the three months ended March 31, 2022 and 2021, the Company had outstanding warrants to purchase up to 5,940,000 shares of Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net loss per share since the exercise of the warrants is contingent upon the occurrence of future events. The Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for both periods presented.
Concentration of credit risk	f. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Public Warrant	g. Public Warrant The Company applied the provisions of ASC 815-40 and classified its public warrants, issued as part of the Public Units as detailed in Note 3, as equity securities.
Private Warrant liability	h. Private Warrant liability The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Warrants (as defined in Note 3) has been estimated using a Black-Scholes-Merton model.
Financial instruments	i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Use of estimates in the preparation of financial statements	j. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 may differ from those estimates and such differences may have a material impact on the Company’s financial statements.
Offering Costs	k. Offering Costs The Company complies with the requirements of the Accounting Standards Codification 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $334,345. These costs, together with the upfront underwriter discount, of $2,300,000 were allocated between the sale of the Public Units and the Private Units. Out of the total amount of offering costs, an amount of $7,599 was allocated to the Private Warrant Liability, and therefore charged as an expense
Income tax	l. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015-17. The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit).
Recent accounting pronouncements	m. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company’s financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of shares of class A ordinary shares subject to possible redemption	U.S. Dollars Gross proceeds $ 115,000,000 Less: Portion of offering costs attributable to Class A shares subject to possible redemption $ (2,551,880 ) Plus: Accretion to redemption value $ 2,551,880 Class A ordinary shares subject to possible redemption $ 115,000,000

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Schedule of composition of the related party balance	March 31, December 31, In U.S. dollars Promissory note 600,000 300,000 Accrual for Administrative Services Agreement 30,000 10,000 630,000 310,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy	Level March 31, December 31, Assets: Money market funds held in Trust Account 1 $ 115,015,758 $ 115,006,372 Liabilities: Private Warrant Liability 3 $ 65,151 $ 160,341
Schedule of quantitative information regarding level 3 fair value measurements inputs	March 31, December 31, Share price $ 10.0 $ 10.0 Strike price $ 11.5 $ 11.5 Volatility 50 % 50 % Risk-free interest rate 2.42 % 1.26 % Dividend yield 0.00 % 0.00 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Mar. 03, 2021	Feb. 19, 2021	Mar. 31, 2022
Description of Organization and Business Operations (Details) [Line Items]
Trust account per public share (in Dollars per share)			$ 1
Fair market value percentage			80.00%
Net tangible assets			$ 5,000,001
Interest dissolution expenses			100,000
Cash			179,000
Accumulated deficit			$ 1,197,000
Issuance date			12 months
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)		10,000,000	11,500,000
Trust account			$ 15,000,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Trust account			$ 100,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)	1,500,000		1,500,000

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Share amount (in Shares)	11,500,000
Purchase shares (in Shares)	5,940,000	5,940,000
Federal depository insurance coverage	$ 250,000
Incurred offering costs	334,345
Underwriter discount	2,300,000
Remaining amount	$ 7,599
Percentage of tax benefit	50.00%

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of shares of class A ordinary shares subject to possible redemption	3 Months Ended
	Mar. 31, 2022USD ($)
Schedule of shares of class A ordinary shares subject to possible redemption [Abstract]
Gross proceeds	$ 115,000,000
Portion of offering costs attributable to Class A shares subject to possible redemption	(2,551,880)
Accretion to redemption value	2,551,880
Class A ordinary shares subject to possible redemption	$ 115,000,000

Public Offering and Private P_2

Public Offering and Private Placements (Details) - USD ($)	Mar. 03, 2021	Feb. 19, 2021	Mar. 31, 2022
Public Offering and Private Placements (Details) [Line Items]
Offering price per share			$ 10
Aggregate share (in Shares)			352,857
Aggregate units (in Shares)			27,143
Business combination term			5 years
Warrants price per share			$ 0.01
Exceeds per share			$ 18
Underwriting commission percentage			2.00%
Underwriters' over-allotment (in Dollars)			$ 2,300,000
Initial Public Offering [Member]
Public Offering and Private Placements (Details) [Line Items]
Sale of stock (in Shares)		10,000,000	11,500,000
Over-Allotment Option [Member]
Public Offering and Private Placements (Details) [Line Items]
Sale of stock (in Shares)	1,500,000		1,500,000
Private Placement [Member]
Public Offering and Private Placements (Details) [Line Items]
Price per share			$ 10
Class A Ordinary Share [Member]
Public Offering and Private Placements (Details) [Line Items]
Price per share			10
Ordinary shares, par value			0.0001
Share issued price per share			$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended			12 Months Ended
	Mar. 31, 2021	Feb. 21, 2021	Dec. 16, 2020	Dec. 31, 2020	Jan. 27, 2022	Dec. 23, 2021	Aug. 09, 2021	Dec. 09, 2020
Related Party Transactions (Details) [Line Items]
Promissory notes						$ 300
Withdraw							$ 1,000
Additional borrowed value					$ 300
IPO [Member]
Related Party Transactions (Details) [Line Items]
Promissory notes				$ 170
Prior period additional				$ 150
Additional amount		$ 20
Administrative Services Agreement [Member]
Related Party Transactions (Details) [Line Items]
Administrative monthly payments			$ 10
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Principal amount								$ 300
Repaid of promissory note	$ 170

Related Party Transactions (D_2

Related Party Transactions (Details) - Schedule of composition of the related party balance - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Schedule of composition of the related party balance [Abstract]
Promissory note	$ 600,000	$ 300,000
Accrual for Administrative Services Agreement	30,000	10,000
Total	$ 630,000	$ 310,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Commitments and Contingencies (Details) [Line Items]
Underwriters deferred discount percentage	3.50%
Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds	$ 4,025,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Money market funds held in Trust Account	$ 115,015,758	$ 115,006,372
Level 3 [Member]
Liabilities:
Private Warrant Liability	$ 65,151	$ 160,341

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value measurements inputs	3 Months Ended	12 Months Ended
	Mar. 31, 2022$ / shares$ / item	Dec. 31, 2021$ / shares$ / item
Schedule of quantitative information regarding level 3 fair value measurements inputs [Abstract]
Share price (in Dollars per share) | $ / shares	$ 10	$ 10
Strike price (in Dollars per Item) | $ / item	11.5	11.5
Volatility	50.00%	50.00%
Risk-free interest rate	2.42%	1.26%
Dividend yield	0.00%	0.00%

Shareholders_ Equity (Details)

Shareholders’ Equity (Details) - USD ($)	Mar. 03, 2021	Feb. 19, 2021	Nov. 20, 2020	Mar. 31, 2022	Dec. 31, 2021
Shareholders’ Equity (Details) [Line Items]
Shares as compensation expense (in Dollars)				$ 860
Issuance of stock (in Dollars)				$ 3,800,000
Preferred shares authorized				5,000,000	5,000,000
Preferred shares par value (in Dollars per share)				$ 0.0001	$ 0.0001
Class A Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares issued			100,000	480,000	480,000
Ordinary shares par value (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Issuance of stock (in Dollars)	$ 380,000	$ 11,500,000
Sale price per unit (in Dollars per share)				$ 10
Consideration amount (in Dollars)				$ 115,000,000
Temporary equity				11,500,000
Remaining permanent equity shares				480,000
Class B Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares issued			2,875,000	2,875,000	2,875,000
Ordinary shares par value (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Total consideration			25,000
Ordinary share issued			Out of the 2,875,00 Class B ordinary shares, up to 375,000 were subject to forfeiture if the underwriters were to not exercise their over-allotment in full or in part.
Number of shares subject to forfeiture			375,000