PSQ (PSQH) 10-Q9 May 222022 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 09, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-40457
Entity Registrant Name	COLOMBIER ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2062844
Entity Address, Address Line One	214 Brazilian Avenue, Suite 200-A
Entity Address, City or Town	Palm Beach
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33480
City Area Code	561
Local Phone Number	805-3588
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001847064
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Transition Report	true
Amendment Flag	false
Units, each consisting of one share of Class A Common Stock and one-third of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant
Trading Symbol	CLBR.U
Security Exchange Name	NYSE
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock
Trading Symbol	CLBR
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		17,250,000
Warrants included as part of the Units
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the units
Trading Symbol	CLBR WS
Security Exchange Name	NYSE
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,312,500

BALANCE SHEET

BALANCE SHEET - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 458,152	$ 841,226
Prepaid expenses	422,193	424,695
Total Current Assets	880,345	1,265,921
Non-current prepaid expenses	70,088	175,216
Marketable securities held in Trust Account	172,517,647	172,506,512
Total Assets	173,468,079	173,947,649
Current Liabilities
Accrued expenses	280,266	478,611
Total Current Liabilities	280,266	478,611
Warrant liabilities	3,217,264	6,083,516
Deferred underwriting fee payable	6,037,500	6,037,500
Total Liabilities	9,535,030	12,599,627
Commitments (Note 6)
Class A common stock subject to possible redemption 17,250,000 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021	172,500,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding
Accumulated deficit	(8,567,382)	(11,152,409)
Total Stockholders' Deficit	(8,566,951)	(11,151,978)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	173,468,079	173,947,649
Class A Common Stock Subject to Redemption
Current Liabilities
Class A common stock subject to possible redemption 17,250,000 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021	172,500,000	172,500,000
Class B common stock
Stockholders' Deficit
Common stock	$ 431	$ 431

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	80,000,000	80,000,000
Common shares, shares issued	17,250,000	17,250,000
Common shares, shares outstanding	17,250,000	17,250,000
Class A Common Stock Subject to Redemption
Temporary equity, shares outstanding	17,250,000	17,250,000
Temporary equity, redemption value per share	$ 10	$ 10
Class B common stock
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	4,312,500	4,312,500
Common shares, shares outstanding	4,312,500	4,312,500

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	3 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2021	Mar. 31, 2022
Operating Expenses [Abstract]
Formation and operating costs	$ 1,000	$ 292,360
Loss from operations	(1,000)	(292,360)
Other income:
Interest earned on marketable securities held in Trust Account		11,135
Change in fair value of warrant liabilities		2,866,252
Other income, net		2,877,387
Net income (loss)	(1,000)	$ 2,585,027
Basic weighted average shares outstanding, Common stock		5,577,880
Class A common stock
Other income:
Net income (loss)		$ 2,068,022
Basic weighted average shares outstanding, Common stock		17,250,000
Diluted weighted average shares outstanding, Common stock		17,250,000
Basic net income per share per common stock		$ 0.12
Diluted net income per share, Common stock		$ 0.12
Class B common stock
Other income:
Net income (loss)	$ (1,000)	$ 517,005
Basic weighted average shares outstanding, Common stock	3,750,000	4,312,500
Diluted weighted average shares outstanding, Common stock	3,750,000	4,312,500
Basic net income per share per common stock	$ 0	$ 0.12
Diluted net income per share, Common stock	$ 0	$ 0.12

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stockCommon Stock	Class A common stock	Class B common stockCommon Stock	Class B common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Feb. 11, 2021	$ 0		$ 0		$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 11, 2021	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock			$ 431		24,569		25,000
Issuance of Class B common stock (in shares)			4,312,500
Net income				$ (1,000)		(1,000)	(1,000)
Balance at the end at Mar. 31, 2021			$ 431		$ 24,569	(1,000)	24,000
Balance at the end (in shares) at Mar. 31, 2021			4,312,500
Balance at the beginning at Dec. 31, 2021			$ 431			(11,152,409)	(11,151,978)
Balance at the beginning (in shares) at Dec. 31, 2021			4,312,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		$ 2,068,022		$ 517,005		2,585,027	2,585,027
Balance at the end at Mar. 31, 2022			$ 431			$ (8,567,382)	$ (8,566,951)
Balance at the end (in shares) at Mar. 31, 2022			4,312,500

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS - USD ($)	2 Months Ended	3 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Mar. 31, 2021	Mar. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ (1,000)	$ 2,585,027
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(11,135)
Change in fair value of derivative warrant liabilities		(2,866,252)
Changes in operating assets and liabilities:
Prepaid expenses		107,631
Accrued expenses	1,000	(198,345)
Net cash used in operating activities		(383,074)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Payment of deferred offering costs	(18,820)
Net cash provided by financing activities	6,180
Net Change in Cash	6,180	(383,074)
Cash - Beginning	0	841,226
Cash - Ending	6,180	$ 458,152
Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$ 283,975

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY	3 Months Ended
	Mar. 31, 2022
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Colombier Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 12, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not yet commenced any operations. All activity for the period February 12, 2021 (inception) through March 31, 2022 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has elected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on June 8, 2021. On June 11, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $150,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,250,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the sponsor, Colombier Sponsor LLC (the “Sponsor”), generating gross proceeds of $5,250,000, which is described in Note 4. At the closing of the Initial Public Offering on June 11, 2021, due to a clerical error, the trust account was overfunded by $1,240,000. The overfunded amount was transferred to the Company’s operating account on June 14, 2021. Following the closing of the Initial Public Offering on June 11, 2021, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. On July 1, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 2,250,000 Units issued for an aggregate amount of $22,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 450,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $450,000. A total of $22,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000. Transaction costs amounted to $9,947,799, consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees and $460,299 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding 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. There is no assurance that the Company will be able to successfully effect a Business Combination. There is no assurance that the Company will be able to successfully complete a Business Combination. The Company will provide its 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 stockholder 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 in the Trust Account (initially $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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated 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 other 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the 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 has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision 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. The Company will have until June 11, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in 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 assets remaining available for distribution will be less than the per share value deposited into the Trust account ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) 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 prospective target business who executed a waiver of any and all rights to monies held in the Trust Account 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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 (except the Company’s independent registered public accounting firm), 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. Liquidity and Going Concern At March 31, 2022, we had cash of $0.46 million and working capital of $0.62 million. (after adding back approximately $18,000 in franchise tax payable as that liability, which is included in accrued expenses in the accompanying condensed balance sheet, is allowed to be settled using earnings from the trust account). The Company’s liquidity needs up to March 31, 2022 were satisfied through the proceeds of $25,000 from the sale of the founder shares (Note 5), a loan of $46,975 under an unsecured and noninterest bearing promissory note – related party (Note 5), and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account. If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an Initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or for any future periods. 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 independent registered public accounting firm 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues 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. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash held outside of the trust was $458,152 and $841,226 at March 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. The Company has not withdrawn any amounts from the Trust Account. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date. 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 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 17,250,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of the redeemable Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A Common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants $ (5,462,500) Class A common stock issuance costs (9,447,180) Plus: Accretion of carrying value to redemption value $ 14,909,680 Class A common stock subject to possible redemption $ 172,500,000 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – Expenses of Offering. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the issuance of Public Shares amounting to $9,618,180 are included in the re-measurement for Class A common stock subject to redemption amount. The Company paid the underwriters a cash fee of $3,450,000 at the IPO date, and accrued deferred underwriters fees of $6,037,500 which will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination. Offering costs associated with the derivative warrant liabilities amounting to $ 290,432 in the 2nd quarter, and $ 39,187 in the 3rd quarter, totaling $ 329,619 for the period from February 12, 2021 (inception) through December 31, 2021, were expensed to the statement of operations. 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. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and a measurement process for 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s operational costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2022 and 2021, the Company recorded no income tax expense. The effective tax rate differs from the statutory tax rate of 21%for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 31, 2021, due to the valuation allowance, the change in fair value of warrants and the transaction costs allocable to warrants which are currently not deductible. Net income (Loss) per Common Share Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Re-measurement associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 11,450,000 shares of common stock in the calculation of diluted income per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per common stock is the same as basic net income per common share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the period from February 12, 2021 Three Months Ended (inception) Through March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 2,068,022 $ 517,005 $ — $ (1,000) Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 — 3,750,000 Basic and diluted net income (loss) per common share $ 0.12 $ 0.12 $ — $ (0.00) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
INITIAL PUBLIC OFFERING	Mar. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units, inclusive of 2,250,000 Units sold to the underwriters on July 1, 2021 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $172.5 million. Each Unit consists of one share of the Company’s Class A common stock and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,250,000, in a private placement. On July 1, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 450,000 Private Placement Warrants to the Sponsor, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $450,000. Each Private Placement Warrant is exercisable to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 15, 2021, the Sponsor purchased 4,312,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option on July 1, 2021, 562,500 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on June 8, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. For the three months ended March 31, 2022, the Company incurred $30,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying condensed balance sheet. For the period from February 12, 2021 (inception) through March 31, 2021, the Company did not incur any fees for these services. Promissory Note — Related Party On February 23, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”).The Promissory Note was non-interest bearing and is payable on the earlier of (i) December 31, 2021, or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory note of $46,975 was repaid at the closing of the Initial Public Offering on June 11, 2021. Related Party Loans 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 directors and officers 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, no related party loans were outstanding.

COMMITMENTS

COMMITMENTS	3 Months Ended
COMMITMENTS	Mar. 31, 2022
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on June 11, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On July 1, 2021, the underwriters elected to fully exercise the over-allotment option to purchase an additional 2,250,000 Units at a price of $10.00 per Unit. The underwriters were paid $3,450,000 at the IPO. The underwriters are also entitled to a deferred fee of $0.35 per Unit, or $6,037,500 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company agreed to pay for the FINRA-related fees and expenses of the underwriters’ legal counsel and certain diligence and other fees, which such fees and expenses are capped at an aggregate of $50,000. The Company also reimbursed the underwriters for background checks on our directors, director nominees and executive officers. The Company may engage Farvahar Capital, or another affiliate of the Sponsor group, as the Company’s lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. Any fee in connection with such engagement may be conditioned upon the completion of such transactions.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	3 Months Ended
STOCKHOLDERS' DEFICIT	Mar. 31, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding . Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. 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 issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our 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 all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering, plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our a Business Combination.

WARRANTS LIABILITIES

WARRANTS LIABILITIES	3 Months Ended
WARRANTS LIABILITIES	Mar. 31, 2022
WARRANT LIABILITIES
WARRANT LIABILITIES	NOTE 8. WARRANT LIABILITIES At March 31, 2022 and December 31, 2021, there are 5,750,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 60 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. 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. At March 31, 2022 and December 31, 2021, there are 5,700,000 Private Placement warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
FAIR VALUE MEASUREMENTS	Mar. 31, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 172,517,647 1 $ 172,506,512 Liabilities: Warrant liability – Public Warrants 1 $ 1,615,588 1 $ 3,051,191 Warrant liability – Private Placement Warrants 3 1,601,676 3 3,032,325 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of operations. The Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The following table provides quantitative information regarding Level 3 fair value measurements: March 31, 2022 December 31, 2021 Stock price $ 9.67 $ 9.64 Exercise price $ 11.50 $ 11.50 Expected term (in years) 4.50 5.0 Volatility 6.3 % 11.4 % Risk-free rate 2.44 % 1.23 % Dividend yield 0.0 % 0.0 % The following contains additional information regarding the other inputs used in the pricing model: ● ● ● The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of February 12, 2021 (inception) $ — $ — $ — Initial measurement on June 11, 2021 5,092,500 4,750,000 9,842,500 Over allotment on July 1, 2021 436,500 712,500 1,149,000 Change in fair value (2,496,675) (2,411,309) (4,907,984) Transfer to level 1 — (3,051,191) (3,051,191) Fair value as of December 31, 2021 3,032,325 — 3,032,325 Change in fair value (1,430,649) — (1,430,649) Fair value as of March 31, 2022 $ 1,601,676 — 1,601,676 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There was $3,051,191 transferred out of Level 3 to level 1 for the period from February 12, 2021 (inception) through December 31, 2021.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 22, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or for any future periods.
Emerging Growth Company	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 independent registered public accounting firm 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues 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. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash held outside of the trust was $458,152 and $841,226 at March 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. The Company has not withdrawn any amounts from the Trust Account.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date.
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 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 17,250,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of the redeemable Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A Common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants $ (5,462,500) Class A common stock issuance costs (9,447,180) Plus: Accretion of carrying value to redemption value $ 14,909,680 Class A common stock subject to possible redemption $ 172,500,000
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – Expenses of Offering. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the issuance of Public Shares amounting to $9,618,180 are included in the re-measurement for Class A common stock subject to redemption amount. The Company paid the underwriters a cash fee of $3,450,000 at the IPO date, and accrued deferred underwriters fees of $6,037,500 which will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination. Offering costs associated with the derivative warrant liabilities amounting to $ 290,432 in the 2nd quarter, and $ 39,187 in the 3rd quarter, totaling $ 329,619 for the period from February 12, 2021 (inception) through December 31, 2021, were expensed to the statement of operations. 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.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and a measurement process for 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s operational costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2022 and 2021, the Company recorded no income tax expense. The effective tax rate differs from the statutory tax rate of 21%for the three months ended March 31, 2022 and for the period from February 12, 2021 (inception) through March 31, 2021, due to the valuation allowance, the change in fair value of warrants and the transaction costs allocable to warrants which are currently not deductible.
Net income (Loss) per Common Share	Net income (Loss) per Common Share Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Re-measurement associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 11,450,000 shares of common stock in the calculation of diluted income per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per common stock is the same as basic net income per common share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the period from February 12, 2021 Three Months Ended (inception) Through March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 2,068,022 $ 517,005 $ — $ (1,000) Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 — 3,750,000 Basic and diluted net income (loss) per common share $ 0.12 $ 0.12 $ — $ (0.00)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9).
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of reconciliation of common stock subject to possible redemption	At March 31, 2022 and December 31, 2021, the Class A Common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants $ (5,462,500) Class A common stock issuance costs (9,447,180) Plus: Accretion of carrying value to redemption value $ 14,909,680 Class A common stock subject to possible redemption $ 172,500,000
Schedule of basic and diluted net income per common share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the period from February 12, 2021 Three Months Ended (inception) Through March 31, 2022 March 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 2,068,022 $ 517,005 $ — $ (1,000) Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 — 3,750,000 Basic and diluted net income (loss) per common share $ 0.12 $ 0.12 $ — $ (0.00)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Mar. 31, 2022
FAIR VALUE MEASUREMENTS
Schedule of Company's assets that are measured at fair value on a recurring basis	Description Level March 31, 2022 Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 172,517,647 1 $ 172,506,512 Liabilities: Warrant liability – Public Warrants 1 $ 1,615,588 1 $ 3,051,191 Warrant liability – Private Placement Warrants 3 1,601,676 3 3,032,325
Schedule of change in the fair value of the warrant liabilities	Private Warrant Placement Public Liabilities Fair value as of February 12, 2021 (inception) $ — $ — $ — Initial measurement on June 11, 2021 5,092,500 4,750,000 9,842,500 Over allotment on July 1, 2021 436,500 712,500 1,149,000 Change in fair value (2,496,675) (2,411,309) (4,907,984) Transfer to level 1 — (3,051,191) (3,051,191) Fair value as of December 31, 2021 3,032,325 — 3,032,325 Change in fair value (1,430,649) — (1,430,649) Fair value as of March 31, 2022 $ 1,601,676 — 1,601,676
Schedule of quantitative information regarding Level 3 fair value measurements inputs	March 31, 2022 December 31, 2021 Stock price $ 9.67 $ 9.64 Exercise price $ 11.50 $ 11.50 Expected term (in years) 4.50 5.0 Volatility 6.3 % 11.4 % Risk-free rate 2.44 % 1.23 % Dividend yield 0.0 % 0.0 %

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY (Details)	Jul. 01, 2021USD ($)$ / sharesshares	Jun. 11, 2021USD ($)$ / sharesshares	Feb. 12, 2021$ / sharesshares	Mar. 31, 2022USD ($)$ / sharesshares	Jun. 30, 2021USD ($)	Dec. 31, 2021USD ($)
Subsidiary, Sale of Stock [Line Items]
Amount deposited into the Trust Account	$ 22,500,000
Payments for investment of cash in Trust Account	$ 172,500,000
Transaction costs				$ 9,947,799	$ 290,432
Underwriting fees				3,450,000
Deferred underwriting fee payable				6,037,500		$ 6,037,500
Other offering costs				$ 460,299
Overfunded trust account		$ 1,240,000
Condition for future business combination number of businesses minimum			1
Condition for future business combination use of proceeds percentage				80
Condition for future business combination threshold Percentage Ownership				50
Condition for future business combination threshold Net Tangible Assets				$ 5,000,001
Redemption limit percentage without prior consent				15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%
Months to complete acquisition				24
Redemption period upon closure				10 days
Maximum allowed dissolution expenses				$ 100,000
Cash				458,152		$ 841,226
Working capital				620,000
Franchise tax payable				18,000
Proceeds from sale of founder shares				25,000
Unsecured and noninterest bearing promissory note				$ 46,975
Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants (in shares) \| shares				11,450,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants (in shares) \| shares				5,250,000
Price of warrant \| $ / shares				$ 1
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Share price \| $ / shares				0.01
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares		15,000,000	17,250,000
Share price \| $ / shares		$ 10	$ 10	10
Proceeds from issuance initial public offering		$ 150,000,000
Payments for investment of cash in Trust Account		$ 150,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants (in shares) \| shares	450,000
Price of warrant \| $ / shares	$ 1			$ 1
Proceeds from sale of private placement warrants	$ 450,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants (in shares) \| shares		5,250,000
Price of warrant \| $ / shares		$ 1
Proceeds from sale of private placement warrants		$ 5,250,000		$ 5,250,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	2,250,000
Share price \| $ / shares	$ 10
Proceeds from issuance initial public offering	$ 22,500,000
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants (in shares) \| shares				450,000
Proceeds from sale of private placement warrants				$ 450,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	1 Months Ended		3 Months Ended			5 Months Ended
	Mar. 31, 2021	Feb. 28, 2021	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2021
Cash equivalents			$ 458,152				$ 841,226
Cash, FDIC insured amount			250,000
Underwriters cash fee						$ 3,450,000
Accrued deferred underwriters fees			6,037,500
Offering costs			9,947,799		$ 290,432
Offering costs charged to stockholders' equity				$ 39,187
Transaction costs associated with Initial Public Offering			329,619		$ 290,432
Unrecognized tax benefits			$ 0
Unrecognized tax benefits accrued for interest and penalties							$ 0
Statutory tax rate (as a percent)	21.00%	21.00%	21.00%
Annual gross revenue			$ 1,070,000,000
Common stock held non affiliates exceeds			700,000,000
Non-convertible debt securities			$ 1,000,000,000
Non-convertible debt securities term			3 years
Warrants
Number of warrants to purchase shares issued			11,450,000
Class A Common Stock Subject to Redemption
Class A common stock subject to possible redemption, outstanding (in shares)			17,250,000				17,250,000
Offering costs			$ 9,618,180

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Reconciliation of Common Stock Subject to Possible Redemption (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds	$ 172,500,000
Proceeds allocated to Public Warrants	(5,462,500)
Class A common stock issuance costs	(9,447,180)
Accretion of carrying value to redemption value	14,909,680
Class A common stock subject to possible redemption	$ 172,500,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Numerator: Net Loss minus Net Earnings
Net loss	$ (1,000)	$ 2,585,027
Denominator: Weighted Average Non-redeemable Common stock
Basic weighted average shares outstanding, Non-redeemable Common stock		5,577,880
Class A common stock
Numerator: Net Loss minus Net Earnings
Net loss		$ 2,068,022
Denominator: Weighted Average Non-redeemable Common stock
Basic weighted average shares outstanding, Non-redeemable Common stock		17,250,000
Diluted weighted average shares outstanding, Non-redeemable Common stock		17,250,000
Basic net loss per share, Non-redeemable Common stock		$ 0.12
Diluted net income (loss) per share per non-redeemable share		$ 0.12
Class B common stock
Numerator: Net Loss minus Net Earnings
Net loss	$ (1,000)	$ 517,005
Denominator: Weighted Average Non-redeemable Common stock
Basic weighted average shares outstanding, Non-redeemable Common stock	3,750,000	4,312,500
Diluted weighted average shares outstanding, Non-redeemable Common stock	3,750,000	4,312,500
Basic net loss per share, Non-redeemable Common stock	$ 0	$ 0.12
Diluted net income (loss) per share per non-redeemable share	$ 0	$ 0.12

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 01, 2021	Jun. 11, 2021	Feb. 12, 2021	Mar. 31, 2022
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit				$ 0.01
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold		15,000,000	17,250,000
Purchase price, per unit		$ 10	$ 10	$ 10
Gross proceeds from sale of units			$ 172.5
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit			1
Number of warrants in a unit			0.33
Number of shares issuable per warrant			1
Exercise price of warrants			$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	2,250,000
Purchase price, per unit	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Jul. 01, 2021	Jun. 11, 2021	Mar. 31, 2022
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued			5,250,000
Price of warrants			$ 1
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued			450,000
Aggregate purchase price			$ 450,000
Number of shares per warrant			1
Exercise price of warrant			$ 11.50
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	450,000
Price of warrants	$ 1		$ 1
Aggregate purchase price	$ 450,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		5,250,000
Price of warrants		$ 1
Aggregate purchase price		$ 5,250,000	$ 5,250,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Feb. 15, 2021USD ($)D$ / sharesshares	Mar. 31, 2021USD ($)
Related Party Transaction [Line Items]
Aggregate purchase price \| $		$ 25,000
Sponsor \| Class B common stock
Related Party Transaction [Line Items]
Number of shares issued \| shares	4,312,500
Aggregate purchase price \| $	$ 25,000
Shares subject to forfeiture \| shares	562,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Restrictions on transfer period of time after business combination completion	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Feb. 23, 2021
Related Party Transaction [Line Items]
Outstanding balance of related party note	$ 46,975
Related party loans outstanding	0	$ 0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 300,000
Outstanding balance of related party note	46,975
Administrative Services Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000
Expenses incurred and paid	30,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant	$ 1

COMMITMENTS (Details)

COMMITMENTS (Details)	Jul. 01, 2021$ / sharesshares	Jun. 11, 2021$ / sharesshares	Feb. 12, 2021$ / sharesshares	Mar. 31, 2022USD ($)item$ / sharesshares	Dec. 31, 2021USD ($)
Other Commitments [Line Items]
Maximum number of demands for registration of securities \| item				3
Granted \| shares				2,250,000
Deferred fee per unit \| $ / shares				$ 0.35
Deferred underwriting fee payable \| $				$ 6,037,500	$ 6,037,500
Underwriting Option Period				45 days
Fees and expenses \| $				$ 50,000
Initial Public Offering
Other Commitments [Line Items]
Proceeds from issuance of underwriters \| $				$ 3,450,000
Number of units sold \| shares		15,000,000	17,250,000
Share price \| $ / shares		$ 10	$ 10	$ 10
Over-allotment option
Other Commitments [Line Items]
Number of units sold \| shares	2,250,000
Share price \| $ / shares	$ 10

STOCKHOLDERS' DEFICIT - Preferr

STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	3 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	Mar. 31, 2022Vote$ / sharesshares	Dec. 31, 2021$ / sharesshares
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	80,000,000	80,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	17,250,000	17,250,000
Common shares, shares outstanding (in shares)	17,250,000	17,250,000
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	4,312,500	4,312,500
Common shares, shares outstanding (in shares)	4,312,500	4,312,500
Class B common stock \| Initial Public Offering
Class of Stock [Line Items]
Issued and outstanding common stock, Percentage	20.00%

WARRANTS LIABILITIES (Details)

WARRANTS LIABILITIES (Details)	3 Months Ended
WARRANTS LIABILITIES (Details)	Mar. 31, 2022D$ / sharesshares	Dec. 31, 2021shares	Jun. 11, 2021$ / shares	Feb. 12, 2021$ / shares
Class of Warrant or Right [Line Items]
Ordinary shares exercisable	$ 18
Threshold period for not to transfer, assign or sell any of the shares or warrants, after the completion of the initial business combination	30 days
Initial Public Offering
Class of Warrant or Right [Line Items]
Purchase price, per unit	$ 10		$ 10	$ 10
Public Warrants
Class of Warrant or Right [Line Items]
Purchase price, per unit	$ 0.01
Weighted average trading days \| D	30
Public warrants exercisable term from the closing of the initial public offering	12 months
Public warrants expire	5 years
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30
Warrants outstanding \| shares	5,750,000	5,750,000
Public Warrants \| Minimum
Class of Warrant or Right [Line Items]
Weighted average trading days \| D	30
Private Placement
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares	5,700,000	5,700,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Assets:
Cash held in the Trust Account	$ 458,152	$ 841,226
Marketable securities held in Trust Account	172,517,647	172,506,512
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	3,217,264	6,083,516
Level 1
Assets:
Marketable securities held in Trust Account	172,517,647	172,506,512
Level 1 \| Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	1,615,588	3,051,191
Level 3 \| Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liabilities	$ 1,601,676	$ 3,032,325

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details)	Mar. 31, 2022$ / sharesY	Dec. 31, 2021Y$ / shares
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.67	9.64
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Expected term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input \| Y	4.50	5
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	6.3	11.4
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	2.44	1.23
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0	0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - USD ($)	3 Months Ended	11 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value	$ 3,032,325
Initial measurement on June 11, 2021		$ 9,842,500
Over allotment on July 1, 2021		1,149,000
Change in fair value	(1,430,649)	(4,907,984)
Transfer to level 1		(3,051,191)
Fair value	1,601,676	3,032,325
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement on June 11, 2021		4,750,000
Over allotment on July 1, 2021		712,500
Change in fair value		(2,411,309)
Transfer to level 1		(3,051,191)
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value	3,032,325
Initial measurement on June 11, 2021		5,092,500
Over allotment on July 1, 2021		436,500
Change in fair value	(1,430,649)	(2,496,675)
Fair value	$ 1,601,676	$ 3,032,325

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair value liabilities transfers in and out of level 3 (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
FAIR VALUE MEASUREMENTS
Fair value liabilities transfers in and out of level 3	$ 3,051,191