RF Acquisition (RFAC) 10-Q 8 Jun 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	Jun. 08, 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	001-41332
Entity Registrant Name	RF ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	61-1991323
Entity Address, Address Line One	111 Somerset, #05-06
Entity Address, Country	SG
Entity Address, Postal Zip Code	238164
City Area Code	65
Local Phone Number	6904 0766
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	0001847607
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		11,700,000
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,875,000
Units, each consisting of one share of Class A common stock, one redeemable warrant, and one right to receive one-tenth of one share of Class A common stock share
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, one redeemable warrant, and one right to receive one-tenth of one
Trading Symbol	RFACU
Security Exchange Name	NASDAQ
Share of Class A common stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Share of Class A common stock, par value $0.0001 per share
Trading Symbol	RFAC
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	RFACW
Security Exchange Name	NASDAQ
Rights, each right receives one-tenth of one share of Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Rights, each right receives one-tenth of one share of Class A common stock
Trading Symbol	RFACR
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 1,525,234
Other assets - current	272,500
Total Current Assets	1,797,734
Deferred offering costs		$ 606,059
Other assets - non-current	272,500
Cash held in Trust Account	116,151,096
TOTAL ASSETS	118,221,330	606,059
Current liabilities
Accounts payable and accrued expenses	1,118,375	226,514
Franchise tax payable	80,488	31,123
Due to sponsor	386,179	355,184
Total Liabilities	1,585,042	612,821
Commitments and Contingencies (Note 6)
Class A common stocks; 11,500,000 and 0 shares subject to possible redemption at $10.10 per share redemption value at March 31, 2022 and December 31, 2021, respectively	116,150,000
Stockholders' Equity (Deficit)
Preferred Stock - $0.0001 par value; 1,000,000 shares authorized; none issues and outstanding at March 31, 2022 and December 31, 2021
Additional paid-in capital	566,031	24,712
Accumulated Deficit	(80,051)	(31,782)
Total Stockholders' Equity (Deficit)	486,288	(6,762)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)	118,221,330	606,059
Class A common stock
Stockholders' Equity (Deficit)
Common stock	20	20
Class B common stock
Stockholders' Equity (Deficit)
Common stock	$ 288	$ 288

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (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	380,000,000	380,000,000
Common shares, shares issued	200,000	200,000
Common shares, shares outstanding	200,000	200,000
Class A common stock subject to redemption
Common share redemption price (per share)	$ 10.10	$ 10.10
Common shares, shares subject to possible redemption	11,500,000	0
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	2,875,000	2,875,000
Common shares, shares outstanding	2,875,000	2,875,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Formation costs and other operating expenses		$ 659
Loss from operations		(659)
Other income (expense):
Interest income, net	$ 1,096
Franchise tax expenses	(49,365)
Net loss	(48,269)	$ (659)
Class A common stock
Other income (expense):
Net loss	$ (8,692)
Weighted average shares outstanding, Basic	550,000
Weighted average shares outstanding, Diluted	550,000
Basic net loss per share	$ (0.02)
Diluted net loss per share	$ (0.02)
Class A common stock subject to redemption
Other income (expense):
Weighted average shares outstanding, Basic	550,000	0
Weighted average shares outstanding, Diluted	550,000	0
Basic net loss per share	$ (0.02)
Diluted net loss per share	$ (0.02)	$ 0
Class B common stock
Other income (expense):
Net loss	$ (39,577)
Weighted average shares outstanding, Basic	2,504,167	2,500,000
Weighted average shares outstanding, Diluted	2,504,167	2,500,000
Basic net loss per share	$ (0.02)
Diluted net loss per share	$ (0.02)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (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	Class B Common Subscription Receivable	IPO	Total
Balance at the beginning at Jan. 10, 2021	$ 0		$ 0		$ 0	$ 0	$ 0		$ 0
Balance at the beginning (in shares) at Jan. 10, 2021	0		0
Issuance of Class B common stock to Sponsor			$ 288		24,712		0		25,000
Issuance of Class B common stock to Sponsor (in shares)			2,875,000
Class B common stock subscription to sponsors							(5,000)		(5,000)
Net loss for the period						(659)	0		(659)
Balance at the end at Mar. 31, 2021	$ 0		$ 288		24,712	(659)	(5,000)		19,341
Balance at the end (in shares) at Mar. 31, 2021	0		2,875,000
Balance at the beginning at Jan. 10, 2021	$ 0		$ 0		0	0	$ 0		0
Balance at the beginning (in shares) at Jan. 10, 2021	0		0
Net loss for the period		$ 0		$ (659)
Balance at the end at Mar. 31, 2022	$ 20		$ 288		566,031	(80,051)			486,288
Balance at the end (in shares) at Mar. 31, 2022	200,000		2,875,000
Balance at the beginning at Dec. 31, 2021	$ 20		$ 288		24,712	(31,782)			(6,762)
Balance at the beginning (in shares) at Dec. 31, 2021	200,000		2,875,000
Accretion of Class A common stock to redemption amount					(12,390,780)				(12,390,780)
Offering costs paid through the IPO					(24,766)			$ (3,803,330)	(24,766)
Costs related to issuance of EBC shares					519,415				519,415
Proceeds allocated to Public Warrants					850,000				850,000
Proceeds allocated to Rights					6,920,000				6,920,000
Warrants issuance costs					(94,647)				(94,647)
Rights issuance costs					(237,903)				(237,903)
Amount received on sale of private warrants					5,000,000				5,000,000
Net loss for the period		$ (8,692)		$ (39,577)		(48,269)			(48,269)
Balance at the end at Mar. 31, 2022	$ 20		$ 288		$ 566,031	$ (80,051)			$ 486,288
Balance at the end (in shares) at Mar. 31, 2022	200,000		2,875,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (48,269)	$ (659)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on Investments held in trust Account	(1,096)
Changes in operating assets and liabilities:
Other assets	(545,000)
Accrued expenses	545,000	659
Franchise tax payable	49,365
Net cash provided by operating activities	0	0
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(116,150,000)
Net cash used in investing activities	(116,150,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	112,700,000
Offering costs paid through the IPO	(24,766)
Proceeds from sale of Private Placement Warrants	5,000,000
Net cash provided by financing activities	117,675,234
Net Change in Cash	1,525,234
Cash - End of period	1,525,234
Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	346,861	178,000
Offering costs included in due to sponsor	$ 30,995
Deferred offering costs paid by Sponsor in exchange for issuance of founder shares		20,000
Issuance of Class B common stock subscription receivable		$ 5,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, AND GOING CONCERN	3 Months Ended
	Mar. 31, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, AND GOING CONCERN
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, AND GOING CONCERN RF Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 11, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for an initial business combination on companies that are within the financial services, media, technology, retail, interpersonal communication, transportation, and education sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2022, the Company had not yet commenced any operations. All activity for the period from January 11, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (“the Initial Public Offering”) which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on March 23, 2022. On March 28, 2022, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,550,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to RF Dynamic LLC (the “Sponsor”), generating gross proceeds of $4,550,000, which is described in Note 4. On March 30, 2022, the underwriter exercised their over-allotment option, resulting in an additional 1,500,000 Units issued for an aggregate amount of $15,000,000. In connection with the underwriter’s 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. Transaction costs amounted to $3,803,330, consisting of $2,300,000 of underwriting fees and $1,503,330 of other offering costs. In addition, at March 31, 2022, cash of $1,525,234 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on March 28, 2022 and the exercise of the over-allotment option on March 30, 2022, an amount of $116,150,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee and invested only 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 185 days or less or in money market funds meeting the certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of certain advisory fees payable to EarlyBirdCapital) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) 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 held in the Trust Account (initially anticipated to be $10.10 per Public Share). If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”(as defined under Section 13 of the 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 holders of the Founder Shares (as defined below) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 12 months, or if we decide to extend the period of time to consummate our business combination up to two times by an additional three months each time, at $0.10 per extension, for a total of $0.20 aggregate in trust, within 18 months, from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. 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 (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity At March 31, 2022, the Company had $1,525,234 of cash and a working capital of $212,692, respectively. The Company’s liquidity needs up to March 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the condensed financial statements. The Company has since competed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the date that the condensed financial statements were issued. In connection with the Company's assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern.” The Company has until March 28, 2023, 12 months from the closing of the IPO, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by March 28, 2023, there will be a mandatory liquidation and subsequent dissolution. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company's ability to continue as a going concern one year from the date that these condensed financial statements are issued. These condensed 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 In February 2022, the Russian Federation and Belarus commenced military operations in Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the global economy are not determinable as of the date of these condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	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 audited financial statements and notes thereto included in the final prospectus and the Form 8-K filed by the Company with the SEC on April 13, 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 ending 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 condensed financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instalments 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 limit of $250,000. At March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,525,234 and $0 cash and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively. Cash Held in Trust Account The Company’s portfolio of investments held in trust consists solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in income earned on investments in Trust Account in the accompanying condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At March 31, 2022 and December 31, 2021, the Company had $116,151,096 and $0 in the trust account respectively. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consists of legal, accounting, underwriting fees and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering cost amounted to $3,803,330 which was charged to stockholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for the payment of interest and penalties as of March 31, 2022. 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 has identified the United States as its only major tax jurisdiction. The provision for income taxes was deemed to be immaterial for the period from January 11, 2021 (inception) through March 31, 2022. 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, the Class A common stock is subject to possible redemption and is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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 (to the extent available) and accumulated deficit. At March 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed balance sheet is reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 115,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ ​ (850,000) Proceeds allocated to Rights ​ ​ (6,920,000) Total offering costs ​ (3,803,330) Add: ​ Warrants issuance cost ​ ​ 94,647 Rights issuance cost ​ ​ 237,903 Accretion of carrying value to redemption value ​ 12,390,780 Class A common stock subject to possible redemption ​ $ 116,150,000 ​ Net Loss Per Share Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Basic loss per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Consistent with FASB 480, common shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been included in the calculation of income per common share for the three months ended March 31, 2022 and for the period from January 11, 2021 (inception) to March 31, 2021. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted income per share includes the incremental number of common shares to be issued to settle warrants and rights, as calculated using the treasury method. For the three months ended March 31, 2022 and the period from January 11, 2021 (inception) to March 31, 2021, the Company did not have any dilutive warrants, rights, securities or other contracts that could potentially, be exercised or converted into common shares. As a result, diluted income per common share is the same as basic income per common share for all periods presented. A reconciliation of net loss per common share is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from January ​ ​ For the Three Months Ended ​ 11, 2021 (inception) through ​ ​ March 31, 2022 ​ March 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss ​ $ (8,692) ​ $ (39,577) ​ $ — ​ $ (659) Denominator: ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 550,000 ​ 2,504,167 ​ — ​ 2,500,000 Basic and diluted net loss per common share ​ $ (0.02) ​ $ (0.02) ​ $ — ​ $ — ​ 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 Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative 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. Warrants and Rights The Company accounts for warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the warrants and rights specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and rights meet all of the requirements for equity classification under ASC 815, including whether the warrants and rights are indexed to the Company’s own common shares and whether the warrant and rights holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant and rights issuance and as of each subsequent quarterly period end date while the warrants and rights are outstanding. For issued or modified warrants and rights that meet all of the criteria for equity classification, the warrants and rights are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and rights that do not meet all the criteria for equity classification, the warrants and rights are required to be treated as liabilities, and recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants and rights are recognized as a non-cash gain or loss on the statements of operations. The equity-linked warrants, both Public and Private warrants, and rights are considered freestanding and outside the scope of ASC 480 as they are not mandatorily redeemable, are exchanged on a fixed 1:1 ratio and do not obligate the Company to repurchase equity shares. The Company concluded that the warrants and rights are equity classified under ASC 815 as the warrants and rights are indexed in the Company’s Class A common stock. Recent Accounting Pronouncements In August 2020, FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on March 28, 2022, and the underwriters’ exercise of the over-allotment option on March 30, 2022, the Company sold 11,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, one right to receive one-tenth ( 1/10 As of March 28, 2022, the Company accounted for the underwriter’s over-allotment option as a liability in accordance with ASC 480, with a value of $65,260. The option was measured at fair value utilizing a Black Scholes Model, which includes the following assumptions of stock price, exercise price, volatility, term, and the risk-free rate. The liability was extinguished upon the exercise of the over-allotment option on March 30, 2022. The change in fair value between March 28, 2022 and March 30, 2022 was de minimis and therefore had no impact on the Company’s statement of operations for the three months ended March 31, 2022.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor, insiders and EarlyBirdCapital have purchased an aggregate of 4,550,000 Private Placement Warrants at a price of $1.00 per warrant (4,050,000 private warrants by the Sponsor and 500,000 private warrants by EarlyBirdCapital), generating total proceeds of $4,550,000 to the Company. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. In connection with the underwriter’s election to exercise their over-allotment option on March 30, 2022, the Sponsor purchased an additional 450,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $450,000. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the 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
	Mar. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 21, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor in exchange for cash of $25,000. The Founder Shares include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s overallotment is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 30, 2022, the underwriters exercised the over-allotment option in full. As a result of the underwriter’s election to exercise their over-allotment option on March 30, 2022, 375,000 Founder Shares are no longer subject to forfeiture as of March 31, 2022. The Sponsor has agreed not to, except to permitted transferees, transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or 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. Notwithstanding the foregoing, if the last sale price of the Company’s 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 120 days after the Business Combination, the Founder Shares will be released from the lock-up. Administrative Services Agreement Commencing on the date of the Initial Public Offering and until completion of the Company’s initial business combination or liquidation, the Company will make a payment of a monthly fee of $10,000 to the Sponsor for office space, utilities and secretarial and administrative support provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Given the timing of the Company’s initial public offering, $0 has been recognized in connection with such services for the three months ended March 31, 2022. Related Party Loans and Reimbursements Other than the payment of customary fees the Company may elect to make to members of its board of directors for director service, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to the Sponsor or the Company’s executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of a Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor or the Company’s officers, directors or their affiliates. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts. If a Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from its Trust account would be used for such repayment. The terms of such Working Capital Loans by the Sponsor or its affiliates, or the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Due to Sponsor The Sponsor has paid expenses on behalf of the Company prior to the Company’s Initial Public Offering. This amount is not interest bearing and due on demand by the Sponsor. As of March 31, 2022 and December 31, 2021, there was $386,179 and $355,184 due to Sponsor, respectively. Promissory Note – Related Party The sponsor has agreed to loan the Company up to $300,000 in the aggregate, to be used for a portion of the expenses of the Initial Public Offering. The loans will be non-interest bearing, unsecured and due at the earlier of September 30, 2022 or the closing of the Initial Public Offering. As of March 31, 2022 and December 31, 2021, the Company has not drawn down on the promissory note.

COMMITMENTS & CONTINGENCIES

COMMITMENTS & CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES	NOTE 6. COMMITMENTS & CONTINGENCIES Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company has granted the underwriter a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, at the Initial Public Offering price less the underwriting discounts and commissions. On March 30, 2022, the underwriter exercised their over-allotment option to purchase an additional 1,500,000 Units at $10.00 per Unit. The total underwriting fee paid to the underwriter at the closing of the Initial Public Offering was $2,300,000. Business Combination Marketing Agreement On March 23, 2022, the Company engaged EarlyBirdCapital (“EBC”) as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering. Additionally, the Company will pay EBC a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if it introduces the Company to the target business with which the Company completes a Business Combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless the Financial Industry Regulatory Authority (“FINRA”) determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110. EarlyBirdCapital Founder Shares On April 12, 2021 the Company issued to EBC and or designees an aggregate of 200,000 shares of Class A common stock at a price of $0.0001 per share for a total consideration of $20. The Company accounts for the fair value of the EBC Founder shares (EarlyBirdCapital Founder shares) over consideration paid as offering cost of the Initial Public Offering, with a corresponding credit to stockholder’s equity. The Company estimated the fair value of the EBC founder shares to be $519,415 and is recorded as an offering cost with a corresponding increase in stockholder’s equity. The Company established the initial fair value of the EBC Founder Shares on April 12, 2021, using a probability weighted model for the EBC Founder Shares. The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors. EarlyBirdCapital (and/or its designees) has agreed not to transfer, assign or sell any such shares without the Company’s prior written consent until the completion of the Business Combination. In addition, EarlyBirdCapital (and/or its designees) has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the Business Combination within the Combination Period. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2022
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock —  Class A Common Stock 0 Class B Common Stock The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further 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 connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders and excluding the private placement warrants and the EBC founder shares), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors. Warrants 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. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● 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, and recapitalizations) for any 20 trading days within a 30 - trading day period commencing at any time after the warrants become exercisable and ending on the third trading day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor, our initial stockholders or such affiliates, without taking into account any founder shares held by the Sponsor, initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value or the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value or the Newly Issued Price.

CLASS A COMMON STOCK SUBJECT TO

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	3 Months Ended
	Mar. 31, 2022
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 8. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. Accordingly, as of March 31, 2022, and December 31, 2021, 11,500,000 and 0 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	3 Months Ended
	Mar. 31, 2022
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT	NOTE 9. FAIR VALUE MEASUREMENT Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total ​ Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash held in Trust Account ​ $ 116,151,096 ​ ​ ​ ​ ​ $ 116,151,096 ​ ​ Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the period January 11, 2021 (inception) through March 31, 2022 Level 1 instruments include the Cash held in the Trust Account. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

RIGHTS

RIGHTS	3 Months Ended
	Mar. 31, 2022
RIGHTS
RIGHTS	NOTE 10. RIGHTS Each holder of a right will automatically receive one-tenth We will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporations Law, and any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Public Rights. As a result, you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the Combination Period and we liquidate the funds held in the trust account, holders of Public Rights will not receive any of such funds for their Public Rights and the Public Rights will expire worthless.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	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 audited financial statements and notes thereto included in the final prospectus and the Form 8-K filed by the Company with the SEC on April 13, 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 ending 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 condensed financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Concentration of Credit Risk	Concentration of Credit Risk Financial instalments 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 limit of $250,000. At March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,525,234 and $0 cash and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively.
Cash Held in Trust Account	Cash Held in Trust Account The Company’s portfolio of investments held in trust consists solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in income earned on investments in Trust Account in the accompanying condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At March 31, 2022 and December 31, 2021, the Company had $116,151,096 and $0 in the trust account respectively.
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consists of legal, accounting, underwriting fees and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering cost amounted to $3,803,330 which was charged to stockholders’ equity upon the completion of the Initial Public Offering.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for the payment of interest and penalties as of March 31, 2022. 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 has identified the United States as its only major tax jurisdiction. The provision for income taxes was deemed to be immaterial for the period from January 11, 2021 (inception) through March 31, 2022.
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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, the Class A common stock is subject to possible redemption and is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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 (to the extent available) and accumulated deficit. At March 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed balance sheet is reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 115,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ ​ (850,000) Proceeds allocated to Rights ​ ​ (6,920,000) Total offering costs ​ (3,803,330) Add: ​ Warrants issuance cost ​ ​ 94,647 Rights issuance cost ​ ​ 237,903 Accretion of carrying value to redemption value ​ 12,390,780 Class A common stock subject to possible redemption ​ $ 116,150,000 ​
Net Loss Per Share Common Share	Net Loss Per Share Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Basic loss per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Consistent with FASB 480, common shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been included in the calculation of income per common share for the three months ended March 31, 2022 and for the period from January 11, 2021 (inception) to March 31, 2021. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted income per share includes the incremental number of common shares to be issued to settle warrants and rights, as calculated using the treasury method. For the three months ended March 31, 2022 and the period from January 11, 2021 (inception) to March 31, 2021, the Company did not have any dilutive warrants, rights, securities or other contracts that could potentially, be exercised or converted into common shares. As a result, diluted income per common share is the same as basic income per common share for all periods presented. A reconciliation of net loss per common share is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from January ​ ​ For the Three Months Ended ​ 11, 2021 (inception) through ​ ​ March 31, 2022 ​ March 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss ​ $ (8,692) ​ $ (39,577) ​ $ — ​ $ (659) Denominator: ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 550,000 ​ 2,504,167 ​ — ​ 2,500,000 Basic and diluted net loss per common share ​ $ (0.02) ​ $ (0.02) ​ $ — ​ $ — ​ 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 Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative 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.
Derivative Financial Instruments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from January ​ ​ For the Three Months Ended ​ 11, 2021 (inception) through ​ ​ March 31, 2022 ​ March 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss ​ $ (8,692) ​ $ (39,577) ​ $ — ​ $ (659) Denominator: ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 550,000 ​ 2,504,167 ​ — ​ 2,500,000 Basic and diluted net loss per common share ​ $ (0.02) ​ $ (0.02) ​ $ — ​ $ —
Warrants and Rights	Warrants and Rights The Company accounts for warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the warrants and rights specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and rights meet all of the requirements for equity classification under ASC 815, including whether the warrants and rights are indexed to the Company’s own common shares and whether the warrant and rights holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant and rights issuance and as of each subsequent quarterly period end date while the warrants and rights are outstanding. For issued or modified warrants and rights that meet all of the criteria for equity classification, the warrants and rights are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and rights that do not meet all the criteria for equity classification, the warrants and rights are required to be treated as liabilities, and recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants and rights are recognized as a non-cash gain or loss on the statements of operations. The equity-linked warrants, both Public and Private warrants, and rights are considered freestanding and outside the scope of ASC 480 as they are not mandatorily redeemable, are exchanged on a fixed 1:1 ratio and do not obligate the Company to repurchase equity shares. The Company concluded that the warrants and rights are equity classified under ASC 815 as the warrants and rights are indexed in the Company’s Class A common stock.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of common Stock reflected on the balance sheet	At March 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed balance sheet is reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 115,000,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ ​ (850,000) Proceeds allocated to Rights ​ ​ (6,920,000) Total offering costs ​ (3,803,330) Add: ​ Warrants issuance cost ​ ​ 94,647 Rights issuance cost ​ ​ 237,903 Accretion of carrying value to redemption value ​ 12,390,780 Class A common stock subject to possible redemption ​ $ 116,150,000
Reconciliation of Net Income per Common Share	A reconciliation of net loss per common share is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from January ​ ​ For the Three Months Ended ​ 11, 2021 (inception) through ​ ​ March 31, 2022 ​ March 31, 2021 ​ Class A Class B Class A Class B Basic and diluted net loss per common share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss ​ $ (8,692) ​ $ (39,577) ​ $ — ​ $ (659) Denominator: ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 550,000 ​ 2,504,167 ​ — ​ 2,500,000 Basic and diluted net loss per common share ​ $ (0.02) ​ $ (0.02) ​ $ — ​ $ —

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	3 Months Ended
	Mar. 31, 2022
FAIR VALUE MEASUREMENT
Schedule of company's assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total ​ Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash held in Trust Account ​ $ 116,151,096 ​ ​ ​ ​ ​ $ 116,151,096 ​

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, AND GOING CONCERN (Details)	Mar. 30, 2022USD ($)$ / sharesshares	Mar. 30, 2022USD ($)$ / sharesshares	Mar. 28, 2022USD ($)$ / sharesshares	Mar. 31, 2022USD ($)$ / shares	Dec. 31, 2021USD ($)
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum				1
Proceeds from sale of Private Placement Warrants				$ 5,000,000
Transaction Costs				3,803,330
Underwriting fees				2,300,000
Other offering costs				1,503,330
Cash held outside the Trust Account				1,525,234
Payments for investment of cash in Trust Account				$ 116,150,000
Minimum market value of acquiree to net asset held in Trust Account (as a percent)			80.00%
Minimum post-business combination ownership (as a percent)			50.00%
Price per share | $ / shares			$ 10.10
Minimum net tangible asset upon consummation of business combination			$ 5,000,001
Threshold period from closing of public offering the entity is obligated to complete business combination			12 months
Maximum net interest to pay dissolution expenses			$ 100,000
Business combination share price per share | $ / shares			$ 0.10
Business combination share price per share aggregate in trust | $ / shares			$ 0.20
Redemption of shares calculated based on business days prior to consummation of business combination (in days)			10 days
Investments Maximum Maturity Term				185 days
Cash				$ 1,525,234	$ 0
Working capital loans				212,692
Sponsor
Subsidiary, Sale of Stock [Line Items]
Payment from the sponsor				25,000
Related Party Loans
Subsidiary, Sale of Stock [Line Items]
Outstanding under working capital loans				$ 0
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	11,500,000		10,000,000
Price per unit | $ / shares	$ 10	$ 10	$ 10
Proceeds from issuance of units			$ 100,000,000
Underwriting fees	$ 2,300,000	$ 2,300,000
Proceeds from initial public offering		$ 116,150,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number Of Warrants Issued | shares			4,550,000
Price of warrant | $ / shares			$ 1	$ 1
Proceeds from sale of Private Placement Warrants			$ 4,550,000	$ 4,550,000
Private Placement | Sponsor
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares	$ 1	$ 1
Proceeds from sale of Private Placement Warrants		$ 450,000
Over Allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares		1,500,000
Price per unit | $ / shares	10	$ 10
Proceeds from issuance of units		$ 15,000,000
Over Allotment | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number Of Warrants Issued | shares		450,000
Price of warrant | $ / shares	$ 1	$ 1
Proceeds from sale of Private Placement Warrants		$ 450,000
Public Share
Subsidiary, Sale of Stock [Line Items]
Price per share | $ / shares			$ 10.10
Minimum percentage of shares requiring prior consent by entity			15
Public shares to be redeemed if business combination is not completed (as a percent)			100.00%

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Cash FDIC Insured Amount	$ 250,000
Cash	1,525,234	$ 0
Cash equivalents	$ 0	0
Investments Maximum Maturity Term	185 days
Cash Held in Trust Account	$ 116,151,096	$ 0
Payments for investment of cash in Trust Account	116,150,000
offering cost charged to Stockholders	24,766
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	0
IPO
offering cost charged to Stockholders	$ 3,803,330

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of common stock reflected on the balance sheet (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Accretion of carrying value to redemption value	$ 12,390,780
Class A common stock subject to possible redemption	116,150,000
Class A common stock subject to redemption
Gross Proceeds	115,000,000
Total offering costs	(3,803,330)
Accretion of carrying value to redemption value	12,390,780
Class A common stock subject to possible redemption	116,150,000
Class A common stock subject to redemption | Rights
Proceeds allocated	(6,920,000)
Issuance cost	237,903
Class A common stock subject to redemption | Redeemable warrants
Issuance cost	94,647
Class A common stock subject to redemption | Public Warrants
Proceeds allocated	$ (850,000)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Common Share (Details) - USD ($)	3 Months Ended		15 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Allocation of net loss	$ (48,269)	$ (659)
Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Allocation of net loss	$ (8,692)		$ 0
Weighted Average Number of Shares Outstanding, Basic	550,000
Weighted Average Number of Shares Outstanding, Diluted	550,000
Earnings Per Share, Basic	$ (0.02)
Earnings Per Share, Diluted	$ (0.02)
Class B common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Allocation of net loss	$ (39,577)		$ (659)
Weighted Average Number of Shares Outstanding, Basic	2,504,167	2,500,000	2,500,000
Weighted Average Number of Shares Outstanding, Diluted	2,504,167	2,500,000	2,500,000
Earnings Per Share, Basic	$ (0.02)
Earnings Per Share, Diluted	$ (0.02)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Mar. 30, 2022	Mar. 28, 2022	Mar. 31, 2022	Dec. 31, 2021	Apr. 12, 2021
Subsidiary, Sale of Stock [Line Items]
Underwriter's over-allotment option as a liability		$ 65,260
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)			$ 0.0001	$ 0.0001	$ 0.0001
Number of shares issuable per warrant			0.1
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued	11,500,000	10,000,000
Price per unit	$ 10	$ 10
IPO | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	0.10
Number of warrants in a unit	1
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Mar. 30, 2022	Mar. 28, 2022	Mar. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants			$ 5,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued			4,550,000
Price of warrants		$ 1	$ 1
Proceeds from sale of Private Placement Warrants		$ 4,550,000	$ 4,550,000
Exercise price of warrants			$ 11.50
Private Placement | Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued			4,050,000
Price of warrants	$ 1
Proceeds from sale of Private Placement Warrants	$ 450,000
Additional units sold of shares	450,000
Private Placement | EarlyBirdCapital
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued			500,000

RELATED PARTY TRANSACTIONS- Fou

RELATED PARTY TRANSACTIONS- Founder Shares (Details)	Jan. 21, 2021USD ($)shares	Mar. 31, 2022USD ($)$ / sharesshares	Mar. 31, 2021USD ($)	Mar. 30, 2022shares
Related Party Transaction [Line Items]
Proceeds from sale of founder shares | $			$ 25,000
Class B common stock
Related Party Transaction [Line Items]
Shares no longer subject to forfeiture		0
Sponsor | Over Allotment
Related Party Transaction [Line Items]
Shares no longer subject to forfeiture		0
Shares subject to forfeiture				375,000
Founder Shares
Related Party Transaction [Line Items]
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $		20
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		120 days
Founder Shares | Sponsor
Related Party Transaction [Line Items]
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 consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $		30
Founder Shares | Sponsor | Class B common stock
Related Party Transaction [Line Items]
Number of shares issued	2,875,000
Proceeds from sale of founder shares | $	$ 25,000
Number of shares transferred	375,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Expenses incurred and paid	0
Sponsor
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note	300,000
Due to sponsor	$ 386,179	$ 355,184

COMMITMENTS & CONTINGENCIES (De

COMMITMENTS & CONTINGENCIES (Details) - USD ($)	Mar. 30, 2022	Mar. 30, 2022	Mar. 28, 2022	Mar. 23, 2022	Apr. 12, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of founder shares							$ 25,000
Underwriting fees						$ 2,300,000
Class A common stock
Subsidiary, Sale of Stock [Line Items]
Common shares, par value (in dollars per share)					$ 0.0001	$ 0.0001		$ 0.0001
EBC founder shares | EarlyBirdCapital
Subsidiary, Sale of Stock [Line Items]
Fair value of shares						$ 519,415
EBC founder shares | EarlyBirdCapital | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issued					200,000
Common shares, par value (in dollars per share)					$ 0.0001
Proceeds from sale of founder shares					$ 20
Marketing Agreement | EarlyBirdCapital
Subsidiary, Sale of Stock [Line Items]
Percentage of additional cash fee						1.00%
Over Allotment
Subsidiary, Sale of Stock [Line Items]
Number of units issued		1,500,000
Price per unit	$ 10	$ 10
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued	11,500,000		10,000,000
Price per unit	$ 10	$ 10	$ 10
Underwriting fees	$ 2,300,000	$ 2,300,000
IPO | Marketing Agreement | EarlyBirdCapital
Subsidiary, Sale of Stock [Line Items]
Percentage of cash fee				3.50%

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' EQUITY
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' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	Mar. 30, 2022shares	Jan. 21, 2021shares	Mar. 31, 2022Vote$ / sharesshares	Dec. 31, 2021Vote$ / sharesshares	Apr. 12, 2021$ / sharesshares
Class of Stock [Line Items]
Initial Business Combination Shares Issuable As Percent Of Outstanding Share			20.00%
Class A common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			380,000,000	380,000,000
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote			1	1
Common shares, shares issued (in shares)			200,000	200,000	200,000
Common shares, shares outstanding (in shares)			200,000	200,000
Common shares, shares issued (in shares)			200,000	200,000
Common shares, shares outstanding (in shares)			200,000	200,000
Class A common stock subject to redemption
Class of Stock [Line Items]
Common shares, shares subject to possible redemption			11,500,000	0
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			1
Common shares, shares issued (in shares)			2,875,000	2,875,000
Common shares, shares outstanding (in shares)			2,875,000	2,875,000
Common shares, shares issued (in shares)		2,875,000
Common stock forfeited during the period		375,000
Percentage of issued and outstanding		20.00%
Ratio to be applied to the stock in the conversion			1
Number of shares purchased under over-allotment option	1,500,000
Number of shares in a unit	10
Shares no longer subject to forfeiture			0

STOCKHOLDERS' EQUITY - Warrants

STOCKHOLDERS' EQUITY - Warrants (Details)	3 Months Ended
	Mar. 31, 2022D$ / shares	Mar. 28, 2022$ / shares
Class of Warrant or Right [Line Items]
Public Warrants expiration term	5 years
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination	30 days
Share price		$ 10.10
Class A common stock
Class of Warrant or Right [Line Items]
Share price	$ 9.20
Percentage of Gross Proceeds on Total Equity Proceed	60.00%
Trading days determining volume weighted average price	20 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A common stock
Class of Warrant or Right [Line Items]
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Threshold number of business days before sending notice of redemption to warrant holders | D	30
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Prices	180.00%

CLASS A COMMON STOCK SUBJECT _2

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details)	Mar. 31, 2022Vote$ / sharesshares	Dec. 31, 2021Vote$ / sharesshares	Apr. 12, 2021$ / shares
Class A common stock subject to redemption
Common shares, shares subject to possible redemption	11,500,000	0
Class A common stock
Common shares, shares authorized	380,000,000	380,000,000
Common shares, par value, (per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1	1

FAIR VALUE MEASUREMENT (Details

FAIR VALUE MEASUREMENT (Details)	Mar. 31, 2022USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash held in Trust Account	$ 116,151,096
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash held in Trust Account	116,151,096
Level 1 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash held in Trust Account	$ 116,151,096

FAIR VALUE MEASUREMENT - Additi

FAIR VALUE MEASUREMENT - Additional Information (Details) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended	9 Months Ended
	Jan. 31, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENT
Transfer of assets from Level 1 to Level 2	$ 0	$ 0	$ 0	$ 0
Transfer of assets from Level 2 to Level 1	0	0	0	0
Transfer of assets into/out of Level 3	$ 0	$ 0	$ 0	$ 0

RIGHTS (Details)

RIGHTS (Details)	3 Months Ended
	Mar. 31, 2022shares
Multiplier of Right	10
Class A common stock
Number of shares per right	0.1