Bilander Acquisition (TWCB) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 10, 2022
Document Information Line Items
Entity Registrant Name	Bilander Acquisition Corp.
Trading Symbol	TWCB
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001845618
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
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 Incorporation, State or Country Code	DE
Entity File Number	001-40426
Entity Tax Identification Number	86-1973248
Entity Address, Address Line One	Four Embarcadero Center
Entity Address, Address Line Two	Suite 2100
Entity Address, City or Town	San Francisco
Entity Address, Country	CA
Entity Address, Postal Zip Code	94111
City Area Code	(415)
Local Phone Number	780-9975
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		16,851,598
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,617,199

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 443,624	$ 722,633
Prepaid expenses	428,475	586,960
Total current assets	872,099	1,309,593
Deferred tax assets	705
Investments held in Trust Account	168,590,341	168,530,964
Total Assets	169,463,145	169,840,557
Current liabilities:
Accounts payable	1,054
Accrued expenses	88,451	76,000
Due to related party	19,995	5,380
Franchise tax payable	23,004	96,358
Total current liabilities	132,504	177,738
Accrued liabilities	3,793,478	1,793,478
Deferred underwriting commissions	5,898,059	5,898,059
Derivative warrant liabilities	2,504,667	7,374,236
Total Liabilities	12,328,708	15,243,511
Commitments and Contingencies (Note 5)
Class A common stock subject to possible redemption, $0.0001 par value; 16,851,598 shares at $10.00 per share redemption value at June 30, 2022 and December 31, 2021	168,515,980	168,515,980
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2022 and December 31, 2021
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 16,851,598 shares subject to possible redemption) at June 30, 2022 and December 31, 2021
Class B common stock, $0.000075 par value; 20,000,000 shares authorized; 5,617,199 shares issued and outstanding at June 30, 2022 and December 31, 2021	421	421
Additional paid-in capital
Accumulated deficit	(11,381,964)	(13,919,355)
Total stockholders’ deficit	(11,381,543)	(13,918,934)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$ 169,463,145	$ 169,840,557

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock, subject to possible redemption par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares subject to possible redemption (in Dollars)	$ 16,851,598	$ 16,851,598
Common stock, redemption value (in Dollars per share)	$ 10	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.000075	$ 0.000075
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,617,199	5,617,199
Common stock, shares outstanding	5,617,199	5,617,199

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
General and administrative expenses	$ 1,168,493	$ 543	$ 10,216	$ 2,391,431
Franchise tax expenses	50,000	50,000	79,639	100,050
Loss from operations	(1,218,493)	(50,543)	(89,855)	(2,491,481)
Other income:
Change in fair value of derivative warrant liabilities	1,497,330			4,869,569
Income from investments held in Trust Account	148,161			158,598
Total other income	1,645,491			5,028,167
Income (loss) before benefit from income taxes	426,998	(50,543)	(89,855)	2,536,686
Benefit from income taxes	705			705
Net income (loss)	$ 427,703	$ (50,543)	$ (89,855)	$ 2,537,391
Class A Common Stock
Other income:
Weighted average shares outstanding basic and diluted (in Shares)	16,851,598			16,851,598
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.02			$ 0.11
Class B Common Stock
Other income:
Weighted average shares outstanding basic and diluted (in Shares)	5,617,199	5,000,000	5,000,000	5,617,199
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.02	$ (0.01)	$ (0.02)	$ 0.11

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Class A Common Stock
Weighted average shares outstanding basic and diluted	16,851,598			16,851,598
Basic and diluted net income (loss) per share	$ 0.02			$ 0.11
Class B Common Stock
Weighted average shares outstanding basic and diluted	5,617,199	5,000,000	5,000,000	5,617,199
Basic and diluted net income (loss) per share	$ 0.02	$ (0.01)	$ (0.02)	$ 0.11

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($)		Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Feb. 04, 2021
Balance (in Shares) at Feb. 04, 2021
Issuance of Class B common stock to Sponsor	[1],[2]		$ 431	24,569		25,000
Issuance of Class B common stock to Sponsor (in Shares)	[1],[2]		5,750,000
Net income (loss)					(39,312)	(39,312)
Balance at Mar. 31, 2021			$ 431	24,569	(39,312)	(14,312)
Balance (in Shares) at Mar. 31, 2021			5,750,000
Balance at Feb. 04, 2021
Balance (in Shares) at Feb. 04, 2021
Net income (loss)						(89,855)
Balance at Jun. 30, 2021			$ 431	24,569	(89,855)	(64,855)
Balance (in Shares) at Jun. 30, 2021			5,750,000
Balance at Mar. 31, 2021			$ 431	24,569	(39,312)	(14,312)
Balance (in Shares) at Mar. 31, 2021			5,750,000
Net income (loss)					(50,543)	(50,543)
Balance at Jun. 30, 2021			$ 431	24,569	(89,855)	(64,855)
Balance (in Shares) at Jun. 30, 2021			5,750,000
Balance at Dec. 31, 2021			$ 421		(13,919,355)	(13,918,934)
Balance (in Shares) at Dec. 31, 2021			5,617,199
Net income (loss)					2,109,688	2,109,688
Balance at Mar. 31, 2022			$ 421		(11,809,667)	(11,809,246)
Balance (in Shares) at Mar. 31, 2022			5,617,199
Balance at Dec. 31, 2021			$ 421		(13,919,355)	(13,918,934)
Balance (in Shares) at Dec. 31, 2021			5,617,199
Net income (loss)						2,537,391
Balance at Jun. 30, 2022			$ 421		(11,381,964)	(11,381,543)
Balance (in Shares) at Jun. 30, 2022			5,617,199
Balance at Mar. 31, 2022			$ 421		(11,809,667)	(11,809,246)
Balance (in Shares) at Mar. 31, 2022			5,617,199
Net income (loss)					427,703	427,703
Balance at Jun. 30, 2022			$ 421		$ (11,381,964)	$ (11,381,543)
Balance (in Shares) at Jun. 30, 2022			5,617,199
[1] On April 30, 2021, the Company effected a 4:3 split of the Class B common stock, resulting in an aggregate of 5,750,000 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the stock split (see Notes 4 and 7). This number includes up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On August 9, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,851,598 Units. Subsequently, the Sponsor forfeited 132,801 shares of Class B common stock (see Notes 4 and 7).

Unaudited Condensed Statement_4

Unaudited Condensed Statements of Cash Flows - USD ($)	5 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ (89,855)	$ 2,537,391
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party under promissory note	215
Change in fair value of derivative warrant liabilities		(4,869,569)
Income from investments held in Trust Account		(158,598)
Changes in operating assets and liabilities:
Deferred tax asset		(705)
Prepaid expenses		158,485
Accounts payable	3,661	1,054
Accrued expenses	6,000	12,451
Due to related party		14,615
Franchise tax payable	79,639	(73,354)
Accrued liabilities		2,000,000
Net cash used in operating activities	(340)	(378,230)
Cash Flows from Investing Activities
Interest released from Trust Account		99,221
Net cash provided by investing activities		99,221
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from note payable to related party	100,140
Offering costs paid	(99,800)
Net cash provided by financing activities	25,340
Net increase (decrease) in cash	25,000	(279,009)
Cash - beginning of the period		722,633
Cash - end of the period	25,000	443,624
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	29,575
Offering costs included in accrued expenses	$ 374,643

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2022
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 - Description of Organization and Business Operations Bilander Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from February 5, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and since the Initial Public Offering, its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income from the proceeds derived from the Initial Public Offering and placed in a Trust Account (as defined below) and is subject to non-cash fluctuations in its statement of operations due to changes in the fair value of its derivative warrant liabilities. The Company’s sponsor is Bilander Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on July 15, 2021. On July 20, 2021, the Company consummated its Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $8.9 million, of which approximately $5.3 million was for deferred underwriting commissions and $218,000 was for offering costs allocated to derivative warrant liabilities. The Company granted the underwriters a 45-day option to purchase up to an additional 2,250,000 Units at the Initial Public Offering price to cover over-allotments. On August 9, 2021, the underwriters purchased an additional 1,851,598 Units pursuant to the partial exercise of the over-allotment option. The over-allotment units were sold at the offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $18.5 million. The Company incurred additional offering costs of approximately $1.0 million in connection with the over-allotment, of which approximately $0.6 million was for deferred underwriting commissions. Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of 3,500,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $5.3 million (see Note 4). In connection with the partial exercise of the over-allotment option on August 9, 2021, the Sponsor purchased an additional 246,880 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating additional gross proceeds to the Company of $370,320. Upon the closing of the Initial Public Offering, the over-allotment and the Private Placement, $168.5 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and over-allotment and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with American Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the over-allotment and the sale of Private Placement 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 a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public 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 per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions that the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. 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 (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by 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. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Our Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”), as well as the Company’s officers and directors, agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 20, 2023, (or 27 months from the closing of the Initial Public Offering, or October 20, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering) (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 calculated as of two business days prior to the consummation of the initial Business Combination, including interest (net of amounts withdrawn to fund our working capital requirements, subject to an annual limit of $500,000, and/or to pay for the Company’s taxes (“permitted withdrawals”) and 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), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 an 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, we, 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Going Concern As of June 30, 2022, the Company had approximately $444,000 in its operating bank account and working capital of approximately $740,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), and a loan from the Sponsor of approximately $100,000 under the Note (as defined in Note 4). The Company repaid the Note in full on July 20, 2021 in connection with the Initial Public Offering, at which time the Note was terminated. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, over-allotment and the Private Placement held outside of the Trust Account. In addition, in order to finance business operations and 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, provide the Company Working Capital Loans (as defined in Note 4). As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with management’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40 “Presentation of Financial Statements - Going Concern,” as of June 30, 2022, the Company has sufficient liquidity to meet its obligations for the next twelve months from the date of issuance of these condensed financial statements. The Company has determined that the Company may need access to funds from the Sponsor after that to fund the working capital needs until the earlier of the consummation of an Initial Business Combination or a minimum one year from the date of issuance of these condensed financial statements following this filing. The Company has until July 20, 2023 to consummate a Business Combination. It is uncertain whether the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with management’s assessment of going concern considerations, in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 20, 2023.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2022 and since inception are not necessarily indicative of the results that may be expected through December 31, 2022, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The Company’s valuation of its Public and Private Placement Warrants requires significant management estimates and judgments and is further described below. 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 Corporation coverage limit 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. 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. As of June 30, 2022 and December 31, 2021, the Company had no cash equivalents. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of (i) U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or (ii) investments in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all its financial instruments, including issued Public Warrants (as defined below in Note 3) and Private Placement Warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative liabilities related to the warrants will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities, while the derivative liabilities related to the over-allotment option given to the underwriters are classified as current liabilities as it is a 45-day option. The 7,250,000 warrants issued in connection with the Initial Public Offering and the Private Placement (including the 3,750,000 Public Warrants, as defined in Note 4, included in the Units and the 3,500,000 Private Placement Warrants) were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants are estimated using Monte Carlo simulation and Black-Scholes option pricing model, respectively. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units solely to cover over-allotments, if any. The Company estimated the fair value of the over-allotment option using a Black-Scholes model. On August 9, 2021, the underwriters partially exercised their over-allotment option and subsequently, on August 29, 2021, the over-allotment option expired partially unexercised. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a Monte Carlo simulation model. The fair value of the Public Warrants as of June 30, 2022 and December 31, 2021, is based on quoted market prices for such warrants. The fair value of the Private Placement Warrants as of June 30, 2022 and December 31, 2021, is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering and Over-Allotment Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering and over-allotment that were directly related to the Initial Public Offering and over-allotment. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering and over-allotment based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering and over-allotment. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 16,851,598 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering and the over-allotment option, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2022, there was $705 of deferred tax assets related to the net operating losses. As of December 31, 2021, there was no deferred tax asset. FASB 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per share of common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 7,959,780 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. The Company has considered the effect of Class B common stock that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Though the contingency was satisfied, the Company had losses for the period from February 5, 2021 (inception) through June 30, 2021. As such these shares were not included in the weighted average number as their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the three months ended For the six months ended June 30, For the 2022 2021 2022 2021 Class A Class B Class B Class A Class B Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 320,777 $ 106,926 $ (50,543 ) $ 1,903,043 $ 634,348 $ (89,855 ) Denominator: Basic and diluted weighted average common stock outstanding 16,851,598 5,617,199 5,000,000 16,851,598 5,617,199 5,000,000 Basic and diluted net income (loss) per common stock $ 0.02 $ 0.02 $ (0.01 ) $ 0.11 $ 0.11 $ (0.02 ) Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On July 20, 2021, the Company consummated its Initial Public Offering of 15,000,000 Units, at $10.00 per Unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $8.9 million, of which approximately $5.3 million was for deferred underwriting commissions and $218,000 was for offering costs allocated to derivative warrant liabilities. On August 9, 2021, the underwriters purchased an additional 1,851,598 Units pursuant to the partial exercise of the over-allotment option. The over-allotment units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $18.5 million. The Company incurred additional offering cost of approximately $1.0 million in connection with the over-allotment, of which approximately $0.6 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On February 11, 2021, the Sponsor purchased 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate purchase price of $25,000. In February 2021, the Sponsor transferred 12,500 Founder Shares to each of Messrs. Kirkpatrick, Wagner, Thompson and Ms. Wellman. On April 30, 2021, the Company effected a 4:3 split of the Founder Shares, resulting in an aggregate of 5,750,000 Founder Shares, par value $0.000075, 5,683,332 shares of which were held by the Sponsor and 66,668 shares of which were held by the officers and directors. All share and per share amounts have been retroactively restated. In May 2021, the Company nominated Mr. Janetschek as director and assigned him 16,667 Founder Shares, which together resulted in the Sponsor holding 5,666,665 Founder Shares and the officers and directors holding 83,335 Founder Shares. The 83,335 Founder Shares held by the officers and directors would not have been subject to forfeiture in the event the underwriters’ over-allotment option were not exercised. The Initial Stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, such that the Founder Shares will represent 25% of the Company’s issued and outstanding shares after the Initial Public Offering. On August 9, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,851,598 Units. Subsequently, the Sponsor forfeited 132,801 shares of Class B common stock. On May 9, 2022, Ms. Alexi A. Wellman resigned from our Board effective immediately. Ms. Wellman transferred back to the Sponsor 8,334 shares of Class B common stock following her resignation and retained the remaining 8,333 shares of Class B common stock received upon the Company’s initial public offering. The Founder Shares will automatically convert into Class A common stock after the initial Business Combination (i) when certain triggering events based on our shares of Class A common stock trading at $12.00, $15.00 and $18.00 per share for any 20 trading days within a 30-trading day period commencing any time after the completion of the initial Business Combination or (ii) upon specified strategic transactions, in each case prior to the ten year anniversary of the initial Business Combination, and as further described in the final prospectus filed with the SEC on July 19, 2021. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares; provided, that any Class A common stock issued upon conversion of the Founder Shares will not be subject to such restrictions on transfer after one year has passed since the completion of the initial Business Combination. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 3,500,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $5.3 million. In connection with the exercise of the over-allotment option on August 9, 2021, the Sponsor purchased an additional 246,880 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating additional gross proceeds to the Company of $370,320. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On February 11, 2021, the Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $100,000 under the Note and it was repaid in full on July 20, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of June 30, 2022 and December 31, 2021, the Company has an immaterial amount due to an affiliate of the Sponsor and had no borrowings under the Working Capital Loans. Due to Related Party An affiliate of the Company paid general and administrative expenses on behalf of the Company. An aggregate of $19,995 and $5,380, as reflected in the accompanying condensed balance sheets is outstanding as of June 30, 2022 and December 31, 2021, respectively. These amounts are due on demand and are non-interest bearing. Consulting Agreement As contemplated in our Registration Statement, the Company entered into a Consulting Agreement with Shipyard Advisors, L.P. (“Shipyard”), dated as of August 28, 2021, pursuant to which Shipyard will provide consulting services in connection with the Company’s search for a target business and completion of the Company’s initial business combination. The Company will pay Shipyard $1,000,000 per fiscal quarter payable from July 20, 2021 until the earlier of the closing of a Business Combination and July 20, 2023. The payment is deferred until the closing of a Business Combination or such other date as the parties mutually agree, and either party may terminate this agreement upon thirty (30) days’ prior written notice to the other party. Shipyard is the managing member of the Sponsor. Mr. James H. Greene, Jr. and Mr. Adam H. Clammer are the managing members of Shipyard Advisors GP, LLC, which is the general partner of Shipyard. As of June 30, 2022 and December 31, 2021, the Company incurred approximately $3,793,000 and approximately $1,793,000, respectively, in expenses related to this agreement, which was included in accrued liabilities on the unaudited condensed balance sheets.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 - Commitments and Contingencies Forward Purchase Agreements In connection with the consummation of the Initial Public Offering, the Company has entered into forward purchase agreements with certain institutional accredited investors (“Forward Purchasers”) that will provide for the aggregate purchase of at least $50,000,000 of Class A common stock at $10.00 per share, in a private placement that will close concurrently with the closing of the Business Combination. The Forward Purchasers’ commitments under the forward purchase agreements are subject to certain conditions described in the prospectus for the Initial Public Offering. The obligations under the forward purchase agreements will not depend on whether any shares of Class A common stock are redeemed by the Company’s Public Stockholders. The Forward Purchasers will not receive any Class B common stock or warrants as part of the forward purchase agreements; these shares will be identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering, except that the forward purchase shares will be subject to certain transfer restrictions and have certain registration rights. Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), as well as the Forward Purchasers and their permitted transferees, were entitled to registration rights pursuant to a registration and stockholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $3.4 million in the aggregate, paid upon the closing of the Initial Public Offering (including over-allotment). An additional fee of $0.35 per Unit, or approximately $5.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s financial position, and the results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	6 Months Ended
	Jun. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Warrant Liabilities	Note 6 - Derivative Warrant Liabilities As of June 30, 2022 and December 31, 2021, in connection with the Initial Public Offering and over-allotment, the Company had 4,212,900 Public Warrants and 3,746,880 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company 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 shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th 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 shares of 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, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the 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 board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor 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 on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): ● 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; and ● if, and only if, the closing price of 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 on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the Shares of Class A common stock; and ● if, and only if, the closing price of the Shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of 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.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	6 Months Ended
	Jun. 30, 2022
Class A Common Stock Subject to Possible Redemption [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 7 - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 16,851,598 Class A common stock outstanding, all of which were subject to possible redemption. The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 168,515,980 Less: Fair value of Public Warrants at issuance (3,827,481 ) Fair value of over-allotment option liabilities (16,852 ) Offering costs allocated to Class A common stock subject to possible redemption (9,725,650 ) Plus: Accretion on Class A common stock subject to possible redemption amount 13,569,983 Class A common stock subject to possible redemption $ 168,515,980

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	Note 8 - Stockholders’ Deficit Preferred Stock no Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. The shares of Class B common stock, divided into three tranches equal to 40%, 40% and 20% of the shares of Class B common stock outstanding upon the completion of this offering, will automatically convert into shares of Class A common stock on a one-for-one basis (subject to adjustment as provided herein) after our initial Business Combination when the triggering event corresponding to each such tranche based on the shares trading at $12.00, $15.00 or $18.00 per share for any 20 trading days within a 30-trading day period occurs prior to the ten year anniversary of our initial Business Combination. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of each tranche of Class B common stock will equal, in the aggregate, on an as-converted basis, at a “conversion ratio” of 10%, 10% or 5% (based on varying price triggers as discussed in more detail below) of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (including the forward purchase shares), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination in consideration for such seller’s interest in the Business Combination target and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 - Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account - U.S. Treasury Securities $ 168,590,341 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ - $ 1,316,531 $ - Derivative warrant liabilities - Private Warrants $ - $ - $ 1,188,136 December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account - U.S. Treasury Securities $ 168,530,964 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ 3,875,025 $ - $ - Derivative warrant liabilities - Private Warrants $ - $ - $ 3,499,211 Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in September 2021. The estimated fair value of Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of June 30, 2022. There were no other transfers to/from Levels 1, 2, and 3 during the six months ended June 30, 2022. Level 1 assets include investments in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For periods where no observable traded price is available, the fair value of the Public Warrants has been estimated using a Monte Carlo simulation and the Private Placement Warrants have been estimated using Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the quoted market price for such warrants and the fair value of the Private Placement Warrants continue to be estimated using the Black-Scholes option pricing model. For the three and six months ended June 30, 2022, the Company recognized gain on the unaudited condensed statements of operations resulting from a decrease in the fair value of liabilities of approximately $1.5 million and $4.9 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations. The estimated fair value of the Public Warrants and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and a Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer companies’ common stock that match 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 input at their measurement dates: As of As of Exercise price $11.50 $11.50 Stock price $9.68 $9.73 Volatility 3.0% - 3.9% 5% - 15.2% Term (years) 5.53 5.78 Risk-free rate 3.02% 1.33% Dividend yield 0.0% 0.0% The change in the fair value of the derivative liabilities, measured using Level 3 inputs, for the six months ended June 30, 2022, is summarized as follows: Derivative liabilities at December 31, 2021 $ 3,499,211 Change in fair value of derivative warrant liabilities (1,603,664 ) Derivative liabilities at March 31, 2022 (unaudited) 1,895,547 Change in fair value of derivative warrant liabilities (707,411 ) Derivative liabilities at June 30, 2022 (unaudited) $ 1,188,136

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2022 and since inception are not necessarily indicative of the results that may be expected through December 31, 2022, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2022.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The Company’s valuation of its Public and Private Placement Warrants requires significant management estimates and judgments and is further described below.
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 Corporation coverage limit 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.
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. As of June 30, 2022 and December 31, 2021, the Company had no cash equivalents.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of (i) U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or (ii) investments in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all its financial instruments, including issued Public Warrants (as defined below in Note 3) and Private Placement Warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative liabilities related to the warrants will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities, while the derivative liabilities related to the over-allotment option given to the underwriters are classified as current liabilities as it is a 45-day option. The 7,250,000 warrants issued in connection with the Initial Public Offering and the Private Placement (including the 3,750,000 Public Warrants, as defined in Note 4, included in the Units and the 3,500,000 Private Placement Warrants) were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants and the Private Placement Warrants are estimated using Monte Carlo simulation and Black-Scholes option pricing model, respectively. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units solely to cover over-allotments, if any. The Company estimated the fair value of the over-allotment option using a Black-Scholes model. On August 9, 2021, the underwriters partially exercised their over-allotment option and subsequently, on August 29, 2021, the over-allotment option expired partially unexercised. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a Monte Carlo simulation model. The fair value of the Public Warrants as of June 30, 2022 and December 31, 2021, is based on quoted market prices for such warrants. The fair value of the Private Placement Warrants as of June 30, 2022 and December 31, 2021, is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering and Over-Allotment	Offering Costs Associated with the Initial Public Offering and Over-Allotment Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering and over-allotment that were directly related to the Initial Public Offering and over-allotment. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering and over-allotment based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering and over-allotment. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 16,851,598 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering and the over-allotment option, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2022, there was $705 of deferred tax assets related to the net operating losses. As of December 31, 2021, there was no deferred tax asset. FASB 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per share of common stock is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 7,959,780 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. The Company has considered the effect of Class B common stock that were excluded from the weighted average number of basic shares outstanding as they were contingent on the exercise of over-allotment option by the underwriters. Though the contingency was satisfied, the Company had losses for the period from February 5, 2021 (inception) through June 30, 2021. As such these shares were not included in the weighted average number as their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the three months ended For the six months ended June 30, For the 2022 2021 2022 2021 Class A Class B Class B Class A Class B Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 320,777 $ 106,926 $ (50,543 ) $ 1,903,043 $ 634,348 $ (89,855 ) Denominator: Basic and diluted weighted average common stock outstanding 16,851,598 5,617,199 5,000,000 16,851,598 5,617,199 5,000,000 Basic and diluted net income (loss) per common stock $ 0.02 $ 0.02 $ (0.01 ) $ 0.11 $ 0.11 $ (0.02 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the condensed financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share	For the three months ended For the six months ended June 30, For the 2022 2021 2022 2021 Class A Class B Class B Class A Class B Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 320,777 $ 106,926 $ (50,543 ) $ 1,903,043 $ 634,348 $ (89,855 ) Denominator: Basic and diluted weighted average common stock outstanding 16,851,598 5,617,199 5,000,000 16,851,598 5,617,199 5,000,000 Basic and diluted net income (loss) per common stock $ 0.02 $ 0.02 $ (0.01 ) $ 0.11 $ 0.11 $ (0.02 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	6 Months Ended
	Jun. 30, 2022
Class A Common Stock Subject to Possible Redemption [Abstract]
Schedule of Class A common stock subject to possible redemption reflected on the condensed balance sheet	Gross proceeds $ 168,515,980 Less: Fair value of Public Warrants at issuance (3,827,481 ) Fair value of over-allotment option liabilities (16,852 ) Offering costs allocated to Class A common stock subject to possible redemption (9,725,650 ) Plus: Accretion on Class A common stock subject to possible redemption amount 13,569,983 Class A common stock subject to possible redemption $ 168,515,980

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques	Description Quoted Significant Significant Assets: Investments held in Trust Account - U.S. Treasury Securities $ 168,590,341 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ - $ 1,316,531 $ - Derivative warrant liabilities - Private Warrants $ - $ - $ 1,188,136 Description Quoted Significant Significant Assets: Investments held in Trust Account - U.S. Treasury Securities $ 168,530,964 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ 3,875,025 $ - $ - Derivative warrant liabilities - Private Warrants $ - $ - $ 3,499,211
Schedule of quantitative information regarding Level 3 fair value measurements	As of As of Exercise price $11.50 $11.50 Stock price $9.68 $9.73 Volatility 3.0% - 3.9% 5% - 15.2% Term (years) 5.53 5.78 Risk-free rate 3.02% 1.33% Dividend yield 0.0% 0.0%
Schedule of fair value of the derivative liabilities, measured using Level 3 inputs	Derivative liabilities at December 31, 2021 $ 3,499,211 Change in fair value of derivative warrant liabilities (1,603,664 ) Derivative liabilities at March 31, 2022 (unaudited) 1,895,547 Change in fair value of derivative warrant liabilities (707,411 ) Derivative liabilities at June 30, 2022 (unaudited) $ 1,188,136

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended	6 Months Ended
	Aug. 09, 2021	Jul. 20, 2021	Jun. 30, 2022
Description of Organization and Business Operations (Details) [Line Items]
Public share price (in Dollars per share)			$ 10
Net tangible assets			$ 5,000,001
Aggregate public shares percentage			15%
Redeem public shares percentage			100%
Cash withdrawn			$ 500,000
Interest pay dissolution expenses			$ 100,000
Business combination agreement, description			In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Operating cash balance			$ 444,000
Working capital			740,000,000,000
Sponsors loan			100,000
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)		15,000,000
Per share unit (in Dollars per share)		$ 10
Generating gross proceeds		$ 150,000,000
Offering costs		8,900,000
Deferred underwriting commissions		5,300,000
Derivative warrant liabilities		$ 218,000
Cash contribution			25,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)	1,851,598
Per share unit (in Dollars per share)	$ 10
Generating gross proceeds	$ 370,320		18,500,000
Offering costs			1,000,000
Deferred underwriting commissions			$ 600,000
Additional sale of units (in Shares)	1,851,598		2,250,000
Price per Unit (in Dollars per share)	$ 10		$ 10
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)	246,880		3,500,000
Generating gross proceeds			$ 5,300,000
Price per Unit (in Dollars per share)	$ 1.5		$ 1.5
Net proceeds			$ 168,500,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Fair market value percentage			80%
Percentage of outstanding voting securities			50%

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) shares
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Federal deposit insurance corporation (in Dollars) | $	$ 250,000
Additional units	2,250,000
Deferred tax assets (in Dollars) | $	$ 705
Warrant [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Warrants issued	7,250,000
Public Warrant [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Public warrants	3,750,000
Private Placement [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Private placement warrants	3,500,000
Warrants purchased	7,959,780
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Subject to possible redemption	16,851,598

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share - USD ($)	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Class A [Member]
Numerator:
Allocation of net income (loss)	$ 320,777			$ 1,903,043
Denominator:
Basic and diluted weighted average common stock outstanding	16,851,598			16,851,598
Basic and diluted net income (loss) per common stock	$ 0.02			$ 0.11
Class B [Member]
Numerator:
Allocation of net income (loss)	$ 106,926	$ (50,543)	$ (89,855)	$ 634,348
Denominator:
Basic and diluted weighted average common stock outstanding	5,617,199	5,000,000	5,000,000	5,617,199
Basic and diluted net income (loss) per common stock	$ 0.02	$ (0.01)	$ (0.02)	$ 0.11

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		1 Months Ended
	Aug. 09, 2021	Jul. 20, 2021	Jun. 30, 2022
Initial Public Offering (Details) [Line Items]
Exercise price (in Dollars per share)			$ 11.5
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Shares issued for initial public offering (in Shares)		15,000,000
Price per unit (in Dollars per share)		$ 10
Gross proceeds		$ 150,000,000
Offering costs		8,900,000
Deferred underwriting commissions		5,300,000
Offering costs allocated to derivative warrant liabilities		$ 218,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Shares issued for initial public offering (in Shares)	1,851,598
Price per unit (in Dollars per share)	$ 10
Gross proceeds	$ 18,500,000
Offering costs	1,000,000
Deferred underwriting commissions	$ 600,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				1 Months Ended				6 Months Ended
	May 09, 2022	Aug. 09, 2021	Feb. 11, 2021	Jul. 20, 2021	May 31, 2021	Apr. 30, 2021	Feb. 28, 2021	Jun. 30, 2022	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Stock split, description						the Company effected a 4:3 split of the Founder Shares, resulting in an aggregate of 5,750,000 Founder Shares, par value $0.000075, 5,683,332 shares of which were held by the Sponsor and 66,668 shares of which were held by the officers and directors.
Founder shares description					the Company nominated Mr. Janetschek as director and assigned him 16,667 Founder Shares, which together resulted in the Sponsor holding 5,666,665 Founder Shares and the officers and directors holding 83,335 Founder Shares. The 83,335 Founder Shares held by the officers and directors would not have been subject to forfeiture in the event the underwriters’ over-allotment option were not exercised. The Initial Stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, such that the Founder Shares will represent 25% of the Company’s issued and outstanding shares after the Initial Public Offering.
Aggregate of loan amount			$ 350,000
Borrowing amount repaid				$ 100,000
Working capital loan								$ 1,500,000
Warrant exercise price (in Dollars per share)								$ 1.5
Aggregate general and administrative expenses outstanding								$ 19,995	$ 5,380
Amount payable to shipyard				$ 1,000,000
Accrued liabilities								$ 3,793,000	$ 1,793,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Purchase an additional units (in Shares)		1,851,598
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Private placement units (in Shares)		246,880						3,500,000
Warrants price per share (in Dollars per share)		$ 1.5						$ 1.5
Gross proceeds		$ 370,320						$ 5,300,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares (in Shares)			4,312,500
Common stock par value (in Dollars per share)			$ 0.0001					$ 0.000075	$ 0.000075
Sponsor forfeited (in Shares)		132,801
Transferred shares (in Shares)	8,334
Remaining shares (in Shares)	8,333
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value (in Dollars per share)								0.0001	$ 0.0001
Class A Common Stock [Member] | Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Exercise price per share (in Dollars per share)								$ 11.5
Business Acquisition [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description								The Founder Shares will automatically convert into Class A common stock after the initial Business Combination (i) when certain triggering events based on our shares of Class A common stock trading at $12.00, $15.00 and $18.00 per share for any 20 trading days within a 30-trading day period commencing any time after the completion of the initial Business Combination or (ii) upon specified strategic transactions, in each case prior to the ten year anniversary of the initial Business Combination, and as further described in the final prospectus filed with the SEC on July 19, 2021.
Officer and Directors [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares (in Shares)					83,335
Founder Shares [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares (in Shares)							12,500
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase price			$ 25,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Commitments and Contingencies (Details) [Line Items]
Underwriting agreement, description	The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $3.4 million in the aggregate, paid upon the closing of the Initial Public Offering (including over-allotment). An additional fee of $0.35 per Unit, or approximately $5.9 million in the aggregate
Class A Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of aggregate shares | shares	50,000,000
Price per share | $ / shares	$ 10

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Derivative Warrant Liabilities (Details) [Line Items]
Warrants exercise price per share	$ 11.5
Warrant expiration term	5 years
Warrant description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the 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 board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor 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 on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Public Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Public warrants for redemption, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):    ● in whole and not in part;     ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the Shares of Class A common stock; and   ●if, and only if, the closing price of the Shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Public Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrant issued	4,212,900
Private Placement Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Warrant issued		3,746,880
Class A Common Stock [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Public warrants for redemption, description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):    ● 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; and   ●if, and only if, the closing price of 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 on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares subject to possible redemption	16,851,598	16,851,598

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption (Details) - Schedule of Class A common stock subject to possible redemption reflected on the condensed balance sheet - Class A Common Stock [Member]	6 Months Ended
	Jun. 30, 2022 USD ($)
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Gross proceeds	$ 168,515,980
Less:
Fair value of Public Warrants at issuance	(3,827,481)
Fair value of over-allotment option liabilities	(16,852)
Offering costs allocated to Class A common stock subject to possible redemption	(9,725,650)
Plus:
Accretion on Class A common stock subject to possible redemption amount	13,569,983
Class A common stock subject to possible redemption	$ 168,515,980

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Feb. 11, 2021
Stockholders' Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, voting rights	one
Tranches One [Member]
Stockholders' Deficit (Details) [Line Items]
Shares trading per share (in Dollars per share)	$ 12
Conversion ratio	10%
Tranches Two [Member]
Stockholders' Deficit (Details) [Line Items]
Shares trading per share (in Dollars per share)	$ 15
Conversion ratio	10%
Tranches Three [Member]
Stockholders' Deficit (Details) [Line Items]
Shares trading per share (in Dollars per share)	$ 18
Conversion ratio	5%
Class A Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	16,851,598	16,851,598
Common stock, shares outstanding	16,851,598	16,851,598
Class B Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.000075	$ 0.000075	$ 0.0001
Common stock, shares issued	5,617,199	5,617,199
Common stock, shares outstanding	5,617,199	5,617,199
Class B Common Stock [Member] | Tranches One [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock outstanding percentage	40%
Class B Common Stock [Member] | Tranches Two [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock outstanding percentage	40%
Class B Common Stock [Member] | Tranches Three [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock outstanding percentage	20%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Derivative warrant liabilities	$ 1.5	$ 4.9
Fair value anticipates description		The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$ 168,590,341	$ 168,530,964
Liabilities:
Derivative warrant liabilities - Public Warrants		3,875,025
Derivative warrant liabilities - Private Warrants
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities
Liabilities:
Derivative warrant liabilities - Public Warrants	1,316,531
Derivative warrant liabilities - Private Warrants
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities
Liabilities:
Derivative warrant liabilities - Public Warrants
Derivative warrant liabilities - Private Warrants	$ 1,188,136	$ 3,499,211

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	6 Months Ended	11 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements [Line Items]
Exercise price (in Dollars per share)		$ 11.5
Stock price (in Dollars per share)		$ 9.73
Term (years)		5 years 9 months 10 days
Risk-free rate		1.33%
Dividend yield		0%
Minimum [Member]
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements [Line Items]
Volatility		5%
Maximum [Member]
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements [Line Items]
Volatility		15.20%
At initial issuances [Member]
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements [Line Items]
Exercise price (in Dollars per share)	$ 11.5
Stock price (in Dollars per share)	$ 9.68
Term (years)	5 years 6 months 10 days
Risk-free rate	3.02%
Dividend yield	0%
At initial issuances [Member] | Minimum [Member]
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements [Line Items]
Volatility	3%
At initial issuances [Member] | Maximum [Member]
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements [Line Items]
Volatility	3.90%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value of the derivative liabilities, measured using Level 3 inputs - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022
Schedule of fair value of the derivative liabilities, measured using Level 3 inputs [Abstract]
Derivative liabilities at beginning balance	$ 1,895,547	$ 3,499,211
Change in fair value of derivative warrant liabilities	(707,411)	(1,603,664)
Derivative liabilities at ending balance	$ 1,188,136	$ 1,895,547