Global System Dynamics (GSDWW) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity File Number	001-40707
Entity Registrant Name	Gladstone Acquisition Corporation
Entity Central Index Key	0001843248
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1458374
Entity Address, Address Line One	1521 Westbranch Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	703
Local Phone Number	287-5800
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Trading Symbol	GLEE
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	GLEEU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	GLEEW
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,702,330
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,623,120

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 310,074	$ 769,484
Prepaid expenses	409,753	426,357
Total Current Assets	719,827	1,195,841
Prepaid expenses – non-current portion	0	39,110
Cash held in trust account	107,031,377	107,028,738
Total Assets	107,751,204	108,263,689
Current Liabilities:
Accounts payable and accrued expenses	140,681	252,894
Due to related party	15	11,683
Total Current Liabilities	140,696	264,577
Deferred underwriting discount	3,672,368	3,672,368
Total Liabilities	3,813,064	3,936,945
Commitments
Class A Common Stock subject to possible redemption, 10,492,480 shares at redemption value of $10.20 per share at March 31, 2022 and December 31, 2021	107,023,296	107,023,296
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(3,085,440)	(2,696,836)
Total Stockholders' Deficit	(3,085,156)	(2,696,552)
Total Liabilities and Stockholders' Deficit	107,751,204	108,263,689
Class A Common Stock [Member]
Stockholders' Deficit
Common Stock, Value, Issued	21	21
Class B Common Stock [Member]
Stockholders' Deficit
Common Stock, Value, Issued	$ 263	$ 263

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Sep. 23, 2021
Preferred stock, par value	$ 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
Temporary equity redemption price per share	$ 10.20
Class A Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	209,850	209,850
Common stock, shares outstanding	209,850	209,850
Temporary equity, shares outstanding	10,492,480	10,492,480
Temporary equity redemption price per share	$ 10.20	$ 10.20
Class B Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	2,623,120	2,623,120
Common stock, shares outstanding	2,623,120	2,623,120	2,623,120

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Formation and operating costs	$ 391,244	$ 688
Loss from operations	391,244	688
Other Income
Interest earned from Trust Account	2,640	0
Total other income	2,640	0
Net loss	$ (388,604)	$ (688)
Class A redeemable shares [Member]
Other Income
Basic and diluted weighted average shares outstanding	10,492,480	0
Basic and diluted net loss per share	$ (0.03)	$ 0
Non-redeemable shares [Member]
Other Income
Basic and diluted weighted average shares outstanding	2,832,970	2,500,000
Basic and diluted net loss per share	$ (0.03)	$ 0

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Class A Common Stock [Member]Common Stock [Member]	Class B Common Stock [Member]Common Stock [Member]
Beginning balance at Jan. 13, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance, Shares at Jan. 13, 2021				0	0
Issuance of Class B Common Stock to Sponsor	25,000	24,712			$ 288
Issuance of Class B Common Stock to Sponsor, Shares					2,875,000
Net loss	(688)		(688)
Ending balance at Mar. 31, 2021	24,312	24,712	(688)	$ 0	$ 288
Ending balance , Shares at Mar. 31, 2021				0	2,875,000
Beginning balance at Dec. 31, 2021	(2,696,552)	0	(2,696,836)	$ 21	$ 263
Beginning balance, Shares at Dec. 31, 2021				209,850	2,623,120
Net loss	(388,604)		(388,604)
Ending balance at Mar. 31, 2022	$ (3,085,156)	$ 0	$ (3,085,440)	$ 21	$ 263
Ending balance , Shares at Mar. 31, 2022				209,850	2,623,120

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (388,604)	$ (688)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and Treasury securities held in Trust Account	(2,640)	0
Changes in operating assets and liabilities:
Decrease in prepaid expenses	55,714	0
(Decrease) in due to related party	(11,668)	0
(Decrease) in accounts payable and accrued expenses	(112,212)	(233,767)
Net cash used in operating activities	(459,410)	(234,455)
Cash Flows from financing activities:
Proceeds from sale of Common Stock to Sponsor	0	25,000
Proceeds from issuance of promissory note to related party	0	250,000
Net cash provided by financing activities	0	275,000
Net change in cash	(459,410)	40,545
Cash, beginning of period	769,484	0
Cash, end of period	310,074	40,545
Supplemental Disclosure of Non-Cash Activities:
Accrued deferred offering cost	$ 0	$ 208,411

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Gladstone Acquisition Corporation (the "Company") is a blank check company incorporated as a Delaware corporation on January 14, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (a "Business Combination"). While the Company may pursue an initial Business Combination target in any business or industry, the Company intends to focus its search on the farming and agricultural sectors, including farming related operations and businesses that support the farming industry, where the management team has extensive experience. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest, if at all. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from its initial public offering ( the "IPO") that was declared effective on August 4, 2021. The Company has selected December 31 as its fiscal year end. The Company's sponsor is Gladstone Sponsor, LLC, a Delaware limited liability company (the "Sponsor"). As described further in Note 4, on January 25, 2021, the Sponsor paid $ 25,000 , or approximately $ 0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of Class B Common Stock, par value $ 0.0001 (the "Class B Common Stock"). Up to 375,000 shares of Class B Common Stock were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Class B Common Stock would represent 20 % of the Company's issued and outstanding stock after the Company's IPO. The registration statement for the Company's IPO was declared effective on August 4, 2021 (the "Effective Date"). On August 9, 2021, the Company consummated its IPO of 10,000,000 units (each, a "Unit" and collectively, the "Units") at $ 10.00 per Unit, which is discussed in Note 3, and the sale of 4,200,000 warrants (the "Private Warrants") which is discussed in Note 6, at a price of $ 1.00 per Private Warrant in a private placement to the Sponsor that closed simultaneously with the IPO. Each Unit consists of one share of Class A Common Stock, par value $ 0.0001 per share (the "Class A Common Stock") and one-half of one redeemable warrant (the "Public Warrants"). Each whole Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $ 11.50 per share, subject to adjustment as described in the IPO. Only whole warrants are exercisable. On August 18, 2021, the underwriters partially exercised their over-allotment option and purchased an additional 492,480 Units, generating an aggregate of gross proceeds of $ 4,924,800 . Simultaneously with the exercise of the underwriters' over-allotment option, the Sponsor purchased an additional 98,496 Private Warrants, generating aggregate gross proceeds of $ 98,496 . On September 23, 2021 the underwriters' over-allotment option expired and as a result 251,880 shares of Class B Common Stock were forfeited, resulting in outstanding Class B Common Stock of 2,623,120 shares. As payment for services, EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters in the IPO received 209,850 shares of Class A Common Stock worth approximately $ 10.00 per share (the "Representatives' Class A Shares"). Transaction costs related to the IPO and partial over-allotment exercise amounted to $ 6,265,859 consisting of $ 3,672,368 of deferred underwriting commissions, $ 2,098,500 of fair value of the Representatives' Class A Shares and $ 494,991 of other cash offering costs, which were charged to equity. Currently, the Class A Common Stock is comprised of the Representatives' Class A Shares (209,850 outstanding) and the "Public Shares" (defined herein as the 10,492,380 shares of Class A Common Stock sold as part of the Units in the IPO and ensuing over-allotment exercise). The Company's management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete an initial Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete an initial Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Following the closing of the IPO on August 9, 2021 and the partial over-allotment exercise on August 18, 2021, $ 107,023,296 ($ 10.20 per Unit) from the net proceeds sold in the IPO and over-allotment, including the proceeds of the sale of the Private Warrants, was deposited in a trust account (the "Trust Account") which is being invested only in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company's initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation to (i) modify the substance or timing of the Company's obligation to provide for the redemption of its public stock in connection with an initial Business Combination or to redeem 100 % of its public stock if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO or (ii) with respect to any other material provisions relating to stockholders' rights or pre-initial Business Combination activity, and (c) the redemption of the Company's Public Shares if the Company is unable to complete its initial Business Combination within 18 months from the closing of the IPO, subject to applicable law. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares 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 portion of the amount then on deposit in the Trust Account (initially approximately $ 10.20 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 Class A Common Stock subject to redemption was recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, "Distinguishing Liabilities from Equity." In such case, the Company will proceed with a Business Combination if the shares of Class A Common Stock are not a “penny share” upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the "SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction, whether they participate in or abstain from voting or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the shares sold in the IPO, without the Company's prior consent. The Sponsor, officers and directors (the "Initial Stockholders") have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company's obligation to provide for the redemption of its Public Shares in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (the "Combination Period") or (b) with respect to any other material provisions relating to stockholders' rights or pre-initial Business Combination activity, unless the Company provides its public stockholders with the opportunity to redeem their Class A Common Stock shares in conjunction with any such amendment. If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 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 earned on the funds held in the Trust Account and not previously released to the Company (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company's obligations under the law of the state of Delaware to provide for claims of creditors and the requirements of other applicable law. The Company's Initial Stockholders, as well as holders of Representatives' Class A Shares, agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Class B Common Shares and Class A Common Shares, respectively, held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination during the Combination Period. Liquidity and Capital Resources As of March 31, 2022, the Company had $ 310,074 of cash in its operating bank account and working capital of $ 579,131 . The Company will continue to expend working capital for operating costs, which includes costs to identify a potential target and acquire the business, in addition to accounting, audit, legal, board, franchise tax and other expenses associated with operating the business during the period through the mandatory date to consummate a Business Combination or liquidate the business. Such costs are likely to exceed the amount of cash currently available. To finance working capital needs, Sponsor or an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 4). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. If the Company is unsuccessful in obtaining additional working capital, it raises substantial doubt as to the Company’s ability to continue as a going concern, as further discussed below. Going Concern The Company has until November 9, 2022 to consummate a Business Combination (or February 9, 2023 if it exercises its option to extend the date). It is uncertain that the Company will be able consummate a Business Combination by either date. If a Business Combination is not consummated by the required dates, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in ASC Subtopic 205-40, "Presentation of Financial Statements - Going Concern," management has determined that as a result of the liquidity discussion above and the mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, there is substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after November 9, 2022 (or February 9, 2023, if extended).

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim condensed financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto, included in our audited financial statements included in our Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 29, 2022. The accompanying condensed balance sheet as of December 31, 2021 has been derived from those audited financial statements. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed 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 . Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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 condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Use of Estimates The preparation of condensed 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 condensed 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 had $ 310,074 and $ 769,484 in cash as of March 31, 2022 and December 31, 2021, respectively. There were no cash equivalents as of March 31, 2022 and December 31, 2021. Cash Held in Trust Account As of March 31, 2022 and December 31, 2021, the Company had $ 107,031,377 and $ 107,028,738 , respectively, in the Trust Account, which was invested in a United States Treasury mutual fund. 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 Deposit Insurance Company coverage of $ 250,000 . The Company has not experienced losses on these accounts. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares 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) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity (deficit). The Company’s shares of Class A Common Stock sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 10,492,480 shares of Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheet. The Representatives' Class A Shares are not redeemable, and are therefore included in stockholders’ equity (deficit). The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A Common Stock reflected in the condensed balance sheet is reconciled in the following table: Gross Proceeds $ 104,924,800 Less: Proceeds allocated to Public Warrants ( 1,626,335 ) Issuance costs related to Class A Common Stock ( 5,930,952 ) Plus: Subsequent measurement of carrying value to redemption value 9,655,783 Class A Common Stock subject to possible redemption $ 107,023,296 Warrant Instruments As further discussed in Note 2 to the audited financial statements for the year ended December 31, 2021, the Company accounts for warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC 480 and ASC 815, “Derivatives and Hedging." Under that guidance, warrants that do not meet the criteria for equity treatment would be classified as liabilities. The Public Warrants and Private Warrants do meet the criteria for equity treatment, and therefore are included as part of stockholder’s equity (deficit) on the condensed balance sheet. As of each of March 31, 2022 and December 31, 2021, there were 5,246,240 Public Warrants and 4,298,496 Private Warrants outstanding. Net Loss Per Common Share The Company applies the two-class method in calculating earnings per share. Net loss per share of common stock is computed by dividing the pro rata net loss allocated between the redeemable shares of Class A Common Stock and the non-redeemable shares of Class A Common Stock and Class B Common Stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share does not consider the effect of the warrants and redemption rights issued in connection with the IPO 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 for 9,544,736 shares of Class A Common Stock in the aggregate. Shares subject to forfeiture are not included in weighted-average shares outstanding until the forfeiture restriction lapses. Subsequent measurement of the Class A Common Stock to redemption value is not considered in the calculation because redemption value closely approximates fair value. For the For the Common Stock subject to possible redemption Numerator: Net loss allocable to Class A Common Stock subject to possible $ ( 305,987 ) $ — Denominator: Weighted Average Redeemable shares of Class A Common Stock, 10,492,480 — Basic and Diluted net loss per share, Redeemable Class A $ ( 0.03 ) $ — Non-Redeemable common stock Numerator: Net loss allocable to Class A and Class B Common Stock not $ ( 82,617 ) $ ( 688 ) Denominator: Weighted Average Non-Redeemable Class A and Class B Common 2,832,970 2,500,000 Basic and diluted net loss per share, Non-Redeemable common stock $ ( 0.03 ) $ ( 0.00 ) Income Taxes The tax (or benefit) related to ordinary income (or loss) for interim periods presented is computed using an estimated annual effective tax rate and the tax (or benefit) related to all other items is individually computed and recognized when the items occur. The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in statement of operations in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended March 31, 2022 and for the period from January 14, 2021 (inception) through March 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 is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022 and for the period from January 14, 2021 (inception) through March 31, 2021. The Company did not record a tax benefit and deferred tax asset on the losses recorded in the interim periods presented because future realization was not more likely than not in the interim periods of occurrence. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“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. The Company adopted ASU 2020-06 effective as of January 1, 2022 on a full retrospective basis. The adoption of ASU 2020-06 did not have an impact on the Company's condensed financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On August 9, 2021, the Company consummated its IPO of 10,000,000 Units at a price of $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 . Each Unit consists of one share of Class A Common Stock and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $ 11.50 per share. Each whole Public Warrant will become exercisable the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the Initial Business Combination, or earlier upon redemption or liquidation (see Note 6). On August 18, 2021, the underwriters partially exercised the over-allotment option for up to an additional 1,500,000 Units and purchased an additional 492,480 over-allotment Units, generating an aggregate of gross proceeds of $ 4,924,800 . The IPO and overallotment generated total gross proceeds of $ 107,023,296 . As payment for services, the underwriters received 209,850 Representatives' Class A Shares at fair value of approximately $ 10.00 per share which have been accounted for as offering costs related to the IPO.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Class B Common Stock On January 25, 2021, the Sponsor paid $ 25,000 , or approximately $ 0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of Class B Common Stock. Up to 375,000 shares of Class B Common Stock were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture would adjust to the extent that the over-allotment option was not exercised in full by the underwriters so that the Class B Common Stock represents 20% of the Company's issued and outstanding stock after the IPO. On August 18, 2021, the underwriters partially exercised their over-allotment option which left 123,120 shares of the Class B Common Stock no longer subject to forfeiture. On September 23, 2021 the underwriters’ over-allotment option expired and as a result 251,880 shares of Class B Common Stock were forfeited, resulting in outstanding Class B Common Stock of 2,623,120 as of each of December 31, 2021 and March 31, 2022. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Class B Common Stock until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A Common Stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A Common Stock equals or exceeds $ 12.00 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 at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Class B Common Stock will be released from the lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO. As of June 30, 2021, the Company had borrowed $ 240,000 under the Note, which it repaid on September 2, 2021. As of no borrowings under the Note Working Capital Loans To finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into Private Warrants at a price of $ 1.00 per Private Warrant. As of both March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on August 4, 2021, which was the date of the final prospectus, the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company recorded an expense for administrative services of $ 30,000 for the three-month period ended March 31, 2022. As of March 31, 2022 and December 31, 2021, $ 15 and $ 11,683 , respectively, were due to a related party.

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 Registration Rights The holders of the Class B Common Stock, Representatives' Class A Shares and Private Warrants (including securities contained therein), including warrants that may be issued upon conversion of Working Capital Loans, and any shares of Class A Common Stock issuable upon the exercise of the Private Warrants and any shares of Class A Common Stock and warrants (and underlying Class A Common Stock) that may be issued upon conversion of the warrants issued as part of the Working Capital Loans and Class A Common Stock issuable upon conversion of the Class B Common Stock, are entitled to registration rights pursuant to a registration rights agreement requiring us to register such securities for resale (in the case of the Class B Common Stock, only after conversion to our Class A Common Stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company bears the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 -day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the price paid by the underwriters in the IPO. On August 18, 2021, the underwriters partially exercised their over-allotment option 492,480 Units. On September 18, 2021 the over-allotment option expired and the remainder of the 1,007,520 Units available were forfeited. The underwriters are entitled to a deferred underwriting discount of $ 0.35 per unit, or $ 3,672,368 in the aggregate, which is payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Representatives' Class A Common Stock In connection with the consummation of the IPO, the Company issued the Representatives' Class A Shares ( 200,000 shares of Class A Common Stock) to EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters in the IPO, for nominal consideration. In connection with the underwriters' partial exercise of their over-allotment option, an additional 9,850 Representatives' Class A Shares were issued for a total number of Representatives' Class A Shares of 209,850 . The holders of the Representatives' Class A 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 Representatives' Class A 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; (ii) waive their redemption rights with respect to any such shares held by them in connection with a stockholder vote to approve an amendment to the Company's Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the obligation to allow redemption in connection with the Initial Business Combination or certain amendments to the charter prior thereto or to redeem 100 % of the Public Shares if the Company does not complete the Initial Business Combination within 15 months from the closing of the IPO (or 18 months from the closing of the IPO, if the Company extends the period of time to consummate a Business Combination, subject to the Sponsor depositing additional funds into the Trust Account or (B) with respect to any other provision relating to stockholders' rights or pre-Initial Business Combination activity and (iii) 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 15 months from the closing of the IPO (or 18 months from the closing of the IPO, if the Company extends the period of time to consummate a Business Combination, subject to the Sponsor depositing additional funds into the Trust Account. The Representatives' Class A Shares are deemed to be underwriters' compensation by FINRA pursuant to FINRA Rule 5110.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Stockholders' Equity	Note 6 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. As of March 31, 2022 and December 31, 2021, there was no preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 200,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share. As of both March 31, 2022 and December 31, 2021, there were 209,850 shares of Class A Common Stock issued and outstanding excluding the 10,492,480 shares of Class A Common Stock subject to possible redemption. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B Common Stock with a par value of $ 0.0001 per share. Holders are entitled to one vote for each share of Class B Common Stock. As of both March 31, 2022 and December 31, 2021, there were 2,623,120 shares of Class B Common Stock issued and outstanding. Holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law or stock exchange rule; provided that only holders of the Class B Common Stock have the right to vote on the election of the Company's directors prior to the initial Business Combination and holders of a majority of the Company's Class B Common Stock may remove a member of the board of directors for any reason. The Class B Common Stock will automatically convert into Class A Common Stock at the time of the consummation of the initial Business Combination at a ratio such that the number of Class A Common Stock issuable upon conversion of all Class B Common Stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of (a) the total number of all shares of Class A Common Stock issued and outstanding (including any shares of Class A Common Stock issued pursuant to the underwriter's over-allotment option) upon the consummation of the IPO, plus (b) the sum of all shares of Class A Common Stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including any shares of Class A Common Stock issued pursuant to a forward purchase agreement), excluding the Representatives; Class A Shares and any shares of Class A Common Stock or equity-linked securities or rights exercisable for or convertible into Class A Common Stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Class B Common Stock issued to the Sponsor, members of the Company's management team or any of their affiliates upon conversion of Working Capital Loans, minus (c) the number of shares of Class A Common Stock redeemed in connection with the initial Business Combination, provided that such conversion of shares of Class B Common Stock shall never be less than the initial conversion ratio. In no event will the Class B Common Stock convert into Class A Common Stock at a rate of less than one-to-one. Public Warrants As of both March 31, 2022 and December 31, 2021 there were 5,246,240 Public Warrants outstanding. The Public Warrants become exercisable on the later of (a) the completion of an initial Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A Common Stock until the Public Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A Common Stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public 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 to each warrant holder; and • if, and only if, the reported closing price of the Class A 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 ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Public Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If (x) the Company issues additional Class A 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 Class A 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 Initial Stockholders or their affiliates, without taking into account any Class B Common Stock held by the Initial Stockholders or such 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 (net of redemptions), and (z) the volume weighted average trading price of the Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 above will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. Private Placement Warrants Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in our initial public offering, including as to exercise price, exercisability and exercise period. The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) are not be transferable, assignable or salable until after the completion of our initial business combination (except, among other limited exceptions as described under the section of the Annual Report entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with our Sponsor). In addition, holders of our private placement warrants are entitled to certain registration rights. In order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $ 1,500,000 of such loans may be convertible into warrants, at a price of $ 1.00 per warrant at the option of the lender, upon consummation of our initial business combination. The warrants would be identical to the private placement warrants. However, as the units would not be issued until consummation of our initial business combination, any warrant underlying such units would not be able to be voted on an amendment to the warrant agreement in connection with such business combination.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 7 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that these condensed financial statements were issued. Management has evaluated the subsequent events through this date and has concluded that no material subsequent events have occurred that require additional adjustment or disclosure in the condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim condensed financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto, included in our audited financial statements included in our Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 29, 2022. The accompanying condensed balance sheet as of December 31, 2021 has been derived from those audited financial statements. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed 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 .
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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 condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Use of Estimates	Use of Estimates The preparation of condensed 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 condensed 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 had $ 310,074 and $ 769,484 in cash as of March 31, 2022 and December 31, 2021, respectively. There were no cash equivalents as of March 31, 2022 and December 31, 2021.
Cash Held in Trust Account	Cash Held in Trust Account As of March 31, 2022 and December 31, 2021, the Company had $ 107,031,377 and $ 107,028,738 , respectively, in the Trust Account, which was invested in a United States Treasury mutual fund.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Company coverage of $ 250,000 . The Company has not experienced losses on these accounts.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares 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) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity (deficit). The Company’s shares of Class A Common Stock sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 10,492,480 shares of Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheet. The Representatives' Class A Shares are not redeemable, and are therefore included in stockholders’ equity (deficit). The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the subsequent measurement from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A Common Stock reflected in the condensed balance sheet is reconciled in the following table: Gross Proceeds $ 104,924,800 Less: Proceeds allocated to Public Warrants ( 1,626,335 ) Issuance costs related to Class A Common Stock ( 5,930,952 ) Plus: Subsequent measurement of carrying value to redemption value 9,655,783 Class A Common Stock subject to possible redemption $ 107,023,296
Warrant Instruments	Warrant Instruments As further discussed in Note 2 to the audited financial statements for the year ended December 31, 2021, the Company accounts for warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC 480 and ASC 815, “Derivatives and Hedging." Under that guidance, warrants that do not meet the criteria for equity treatment would be classified as liabilities. The Public Warrants and Private Warrants do meet the criteria for equity treatment, and therefore are included as part of stockholder’s equity (deficit) on the condensed balance sheet. As of each of March 31, 2022 and December 31, 2021, there were 5,246,240 Public Warrants and 4,298,496 Private Warrants outstanding.
Net Loss Per Common Share	Net Loss Per Common Share The Company applies the two-class method in calculating earnings per share. Net loss per share of common stock is computed by dividing the pro rata net loss allocated between the redeemable shares of Class A Common Stock and the non-redeemable shares of Class A Common Stock and Class B Common Stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share does not consider the effect of the warrants and redemption rights issued in connection with the IPO 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 for 9,544,736 shares of Class A Common Stock in the aggregate. Shares subject to forfeiture are not included in weighted-average shares outstanding until the forfeiture restriction lapses. Subsequent measurement of the Class A Common Stock to redemption value is not considered in the calculation because redemption value closely approximates fair value. For the For the Common Stock subject to possible redemption Numerator: Net loss allocable to Class A Common Stock subject to possible $ ( 305,987 ) $ — Denominator: Weighted Average Redeemable shares of Class A Common Stock, 10,492,480 — Basic and Diluted net loss per share, Redeemable Class A $ ( 0.03 ) $ — Non-Redeemable common stock Numerator: Net loss allocable to Class A and Class B Common Stock not $ ( 82,617 ) $ ( 688 ) Denominator: Weighted Average Non-Redeemable Class A and Class B Common 2,832,970 2,500,000 Basic and diluted net loss per share, Non-Redeemable common stock $ ( 0.03 ) $ ( 0.00 )
Income Taxes	Income Taxes The tax (or benefit) related to ordinary income (or loss) for interim periods presented is computed using an estimated annual effective tax rate and the tax (or benefit) related to all other items is individually computed and recognized when the items occur. The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in statement of operations in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended March 31, 2022 and for the period from January 14, 2021 (inception) through March 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 is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022 and for the period from January 14, 2021 (inception) through March 31, 2021. The Company did not record a tax benefit and deferred tax asset on the losses recorded in the interim periods presented because future realization was not more likely than not in the interim periods of occurrence.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“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. The Company adopted ASU 2020-06 effective as of January 1, 2022 on a full retrospective basis. The adoption of ASU 2020-06 did not have an impact on the Company's condensed financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Summary of Class A Common Stock Reflected In the Condensed Consolidated Balance Sheet	At March 31, 2022 and December 31, 2021, the Class A Common Stock reflected in the condensed balance sheet is reconciled in the following table: Gross Proceeds $ 104,924,800 Less: Proceeds allocated to Public Warrants ( 1,626,335 ) Issuance costs related to Class A Common Stock ( 5,930,952 ) Plus: Subsequent measurement of carrying value to redemption value 9,655,783 Class A Common Stock subject to possible redemption $ 107,023,296
Summary of Basic and Diluted Net Income (Loss) Per Common Share	Subsequent measurement of the Class A Common Stock to redemption value is not considered in the calculation because redemption value closely approximates fair value. For the For the Common Stock subject to possible redemption Numerator: Net loss allocable to Class A Common Stock subject to possible $ ( 305,987 ) $ — Denominator: Weighted Average Redeemable shares of Class A Common Stock, 10,492,480 — Basic and Diluted net loss per share, Redeemable Class A $ ( 0.03 ) $ — Non-Redeemable common stock Numerator: Net loss allocable to Class A and Class B Common Stock not $ ( 82,617 ) $ ( 688 ) Denominator: Weighted Average Non-Redeemable Class A and Class B Common 2,832,970 2,500,000 Basic and diluted net loss per share, Non-Redeemable common stock $ ( 0.03 ) $ ( 0.00 )

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail) - USD ($)	Sep. 23, 2021	Aug. 18, 2021	Aug. 09, 2021	Jan. 25, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from Issuance of Common Stock					$ 0	$ 25,000
Percentage of public shares to be redeemed in case business combination is not consummated					100.00%
Temporary equity redemption price per share					$ 10.20
Percentage of public shares that can be transferred without any restriction					15.00%
Expenses payable on dissolution					$ 100,000
Operating bank account					310,074
Net working capital					579,131
Due to related party					$ 15		$ 11,683
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Prospective assets of acquiree as a percentage of fair value of assets in the trust account					80.00%
Equity method investment ownership percentage					50.00%
Class A Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock issue price per share		$ 10
Common Stock, Par or Stated Value Per Share					$ 0.0001		$ 0.0001
Proceeds from Issuance of Warrants					$ 1,626,335
Total transaction costs incurred in connection with initial public offering		$ 6,265,859
Temporary equity redemption price per share					$ 10.20		$ 10.20
Common stock, shares outstanding					209,850		209,850
Issuance of Representative Shares in connection with Initial Public Offering and Over-allotment, Shares		209,850
Class A Common Stock [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price				$ 0.009
Class B Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common Stock, Par or Stated Value Per Share					$ 0.0001		$ 0.0001
Common stock, other shares, outstanding				375,000
Class B Common Stock forfeited, Shares	251,880
Common stock, shares outstanding	2,623,120				2,623,120		2,623,120
Class B Common Stock [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares				2,875,000
Common Stock, Par or Stated Value Per Share				$ 0.0001
Issuance of Class B Common Stock to Sponsor				$ 25,000
Share price				$ 0.009
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares			10,000,000
Sale of stock issue price per share			$ 10
Fair value of the representative shares		$ 2,098,500
Other cash offering costs		494,991
Proceeds from Issuance or Sale of Equity		$ 107,023,296
Per share value of restricted asset		$ 10.20
Percentage of shares own by holders to common stock issued and outstanding after proposed public offering				20.00%
IPO [Member] | Class A Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common Stock, Par or Stated Value Per Share			0.0001
Class of warrants or rights exercise price per share			$ 11.50
Deferred Underwriting Commissions		$ 3,672,368
Class A common stock sold		10,492,380
IPO [Member] | Private Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period units			4,200,000
Class of warrants or rights warrants issued issue price per warrant			$ 1
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares		492,480	492,480
Proceeds from Issuance of Common Stock		$ 4,924,800	$ 4,924,800
Over-Allotment Option [Member] | Private Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period units			98,496
Proceeds from Issuance of Warrants			$ 98,496

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Detail) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Cash	$ 310,074	$ 769,484
Cash Equivalents, at Carrying Value	0	0
Cash, FDIC Insured Amount	250,000
Unrecognized Tax Benefits	0	0
Accrued for interest and penalties	0		$ 0
Cash held in the Trust Account	$ 107,031,377	$ 107,028,738
Public Warrants [Member]
Class of warrant or right, outstanding	5,246,240	5,246,240
Private Warrants [Member]
Class of warrant or right, outstanding	4,298,496
Common Class A [Member]
Warrants and Rights Outstanding	$ 9,544,736
Temporary equity, shares outstanding	10,492,480	10,492,480

Significant Accounting Polici_5

Significant Accounting Policies - Summary of Class A Common Stock Reflected In the Condensed Consolidated Balance Sheet (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Class A Common Stock [Member]
Class of Stock [Line Items]
Gross Proceeds	$ 104,924,800
Proceeds allocated to public warrants	(1,626,335)
Subsequent measurement of carrying value to redemption value	9,655,783
Class A Common Stock subject to possible redemption	107,023,296
Class A Common Stock and Public Warrants [Member]
Class of Stock [Line Items]
Issuance costs related to class A Common Stock	$ (5,930,952)

Significant Accounting Polici_6

Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net loss allocable to Class A Common Stock subject to possible redemption	$ (305,987)	$ 0
Net loss allocable to Class A and Class B Common Stock not subject to redemption	$ (82,617)	$ (688)
Redeemable Class A Common Stock [Member]
Denominator:
Weighted Average Common Stock, Basic and Diluted	10,492,480	0
Basic and Diluted net loss per share	$ (0.03)	$ 0
Non-Redeemable Class A and Class B Common Stock [Member]
Denominator:
Weighted Average Common Stock, Basic and Diluted	2,832,970	2,500,000
Basic and Diluted net loss per share	$ (0.03)	$ 0

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Aug. 18, 2021	Aug. 18, 2021	Aug. 09, 2021	Mar. 31, 2022	Mar. 31, 2021
Class of Stock [Line Items]
Proceeds from Issuance of Common Stock				$ 0	$ 25,000
Public Warrants [Member]
Class of Stock [Line Items]
Period to exercise warrants after business combination			30 days
Period to exercise warrants after closing of initial public offering			12 months
Class A Common Stock [Member]
Class of Stock [Line Items]
Sale of stock issue price per share	$ 10	$ 10
Gross Proceeds				$ 104,924,800
Class A Common Stock [Member] | Representative Common Stock [Member]
Class of Stock [Line Items]
Stock issued during the period shares	209,850	209,850
IPO [Member]
Class of Stock [Line Items]
Stock issued during the period shares			10,000,000
Sale of stock issue price per share			$ 10
Gross Proceeds			$ 100,000,000
Proceeds from Issuance or Sale of Equity	$ 107,023,296
IPO [Member] | Representative Common Stock [Member]
Class of Stock [Line Items]
Sale of stock issue price per share	$ 10	$ 10
IPO [Member] | Class A Common Stock [Member]
Class of Stock [Line Items]
Class of warrants or rights exercise price per share			$ 11.50
IPO [Member] | Class A Common Stock [Member] | Representative Shares [Member]
Class of Stock [Line Items]
Stock issued during the period shares			(200,000)
Over-Allotment Option [Member]
Class of Stock [Line Items]
Stock issued during the period shares	492,480		492,480
Number of units available to underwriters for over-allotment option	1,500,000
Number of units underwriters exercised in over allotment option	492,480	492,480
Proceeds from Issuance of Common Stock	$ 4,924,800		$ 4,924,800
Over-Allotment Option [Member] | Class A Common Stock [Member] | Representative Common Stock [Member]
Class of Stock [Line Items]
Stock issued during the period shares	9,850

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Sep. 23, 2021	Aug. 09, 2021	Aug. 04, 2021	Jan. 25, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Jun. 30, 2021
Related Party Transaction [Line Items]
Proceeds from issuance of promissory note to related party					$ 0	$ 250,000
Due to Related Parties Current					15		$ 11,683
Administrative service expense					30,000
Due to related party					15		11,683
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt Instrument Convertible Into Warrants					$ 1,500,000
Debt Instrument Conversion Price					$ 1
Due to Related Parties Current					$ 0		0
Promissory Note [Member]
Related Party Transaction [Line Items]
Due to Related Parties Current							$ 0
Sponsor [Member] | Office Space, Secretarial And Administrative [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction			$ 10,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument Maximum Commitment		$ 300,000
Due to Related Parties Current								$ 240,000
IPO [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares		10,000,000
Common Class B [Member]
Related Party Transaction [Line Items]
Number of shares forfeiture Subject to if over-allotment option not exercised				375,000
Common stock, shares outstanding	2,623,120				2,623,120		2,623,120
Common Class B [Member] | Working Capital Loan [Member]
Related Party Transaction [Line Items]
Founder Shares forfeited, Shares	251,880
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services				$ 25,000
Share Price				$ 0.009
Stock issued during the period shares				2,875,000
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding					209,850		209,850
Common Class A [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Share Price				$ 0.009
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member]
Related Party Transaction [Line Items]
Share transfer, trigger price per share				$ 12
Number of consecutive trading days for determining share price				20 days
Number of trading days for determining share price				30 days
Threshold number of trading days for determining share price from date of business combination				150 days

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Sep. 18, 2021	Aug. 18, 2021	Aug. 18, 2021	Aug. 09, 2021	Mar. 31, 2022	Dec. 31, 2021
Other Commitments [Line Items]
Deferred Underwriting Discount Noncurrent					$ 3,672,368	$ 3,672,368
Common Class A [Member] | Representative Common Stock [Member]
Other Commitments [Line Items]
Stock issued during the period shares		209,850	209,850
Percentage of public shares to be redeemed in case business combination is not consummated				100.00%
Period within which public shares to be redeemed in case business combination is not consummated from the closing of IPO				15 months
Waive of rights to liquidating distributions from trust account respect to shares in case business combination not consummated period				15 months
Common Class A [Member] | Representative Common Stock [Member] | Extended Period Of Time To Cosummate A Business Combination [Member]
Other Commitments [Line Items]
Period within which public shares to be redeemed in case business combination is not consummated from the closing of IPO				18 months
Waive of rights to liquidating distributions from trust account respect to shares in case business combination not consummated period				18 months
Over-Allotment Option [Member]
Other Commitments [Line Items]
Shares Forfeited Under Overallotment Option	1,007,520
Stock issued during the period shares		492,480		492,480
Over-Allotment Option [Member] | Common Class A [Member] | Representative Common Stock [Member]
Other Commitments [Line Items]
Stock issued during the period shares		9,850
IPO [Member]
Other Commitments [Line Items]
Stock issued during the period shares				10,000,000
IPO [Member] | Common Class A [Member] | Representative Shares [Member]
Other Commitments [Line Items]
Stock issued during the period shares				(200,000)
Underwriting Agreement [Member]
Other Commitments [Line Items]
Deferred Underwriting Discount Per Unit					$ 0.35
Deferred Underwriting Discount Noncurrent					$ 3,672,368
Underwriting Agreement [Member] | Over-Allotment Option [Member] | Common Class A [Member]
Other Commitments [Line Items]
Overallotment Option Vesting Period				45 days
Shares Available For Overallotment				1,500,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - USD ($)	Aug. 09, 2021	Sep. 30, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 23, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value			$ 0.0001	$ 0.0001
Preferred stock, shares issued			0	0
Preferred stock, shares outstanding			0	0
Class of warrants or rights redemption per share			$ 10,492,480
Public Warrants [Member]
Class of Stock [Line Items]
Warrants Oustanding			5,246,240	5,246,240
Number of business days after the closing of business combination made efforts for SEC registration statement	15 days
Period within which registration statement shall be effective on closure of business combination	60 days
Public Warrants [Member] | Event Triggering Warrant Redemption [Member]
Class of Stock [Line Items]
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds		60.00%
Volume weighted average price per share		$ 9.20
Issue price or effective issue price at common stock would be issued			$ 9.20
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price One [Member]
Class of Stock [Line Items]
Class of warrants or right redemption trigger price			$ 18
Percentage of adjusted exercise price of warrants at higher of market value			115.00%
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price Two [Member]
Class of Stock [Line Items]
Redemption trigger price as a percentage of the newly issued price			180.00%
Public Warrants [Member] | Share Price Equals Or Exceeds 18 Usd [Member]
Class of Stock [Line Items]
Class of warrants or rights redemption per share			$ 0.01
Class Of Warrant Or Right, Prior Written Notice Of Redemption		30 days
Number of consecutive trading days to determine call of warrant redemption		20 days
Number of trading days to determine call of warrant redemption		30 days
Closing price per share of common stock			18
Private Placement Warrants [Member]
Class of Stock [Line Items]
Share Price			$ 1
Warrants price			$ 1,500,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized			200,000,000	200,000,000
Common Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001
Common stock, shares issued			209,850	209,850
Common stock, shares outstanding			209,850	209,850
Common stock, threshold percentage on conversion of shares			20.00%
Warrants price			$ 9,544,736
Temporary equity, shares outstanding			10,492,480	10,492,480
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized			20,000,000	20,000,000
Common Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001
Common stock, shares issued			2,623,120	2,623,120
Common stock, shares outstanding			2,623,120	2,623,120	2,623,120