SEP Acquisition Corp - Ordinary Shares (SEPA) 10-K 7 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 07, 2022
Entity Listings [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity File Number	001-40679
Entity Registrant Name	MERCURY ECOMMERCE ACQUISITION CORP.
Entity Central Index Key	0001849902
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2365445
Entity Address, Address Line One	3737 Buffalo Speedway
Entity Address, Address Line Two	Suite 1750
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	713
Local Phone Number	715-6820
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
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
ICFR Auditor Attestation Flag	true
Entity Shell Company	true
Entity Public Float	$ 178,472,700
Auditor Name	BDO USA, LLP
Auditor Location	New York, NY
Auditor Firm ID	243
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one warrant
Trading Symbol	MEACU
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	MEAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		18,041,500
Warrants [Member]
Entity Listings [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	MEACW
Security Exchange Name	NASDAQ
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		4,510,375

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 842,059
Prepaid expenses	465,183
Total current assets	1,307,242
Investments held in Trust Account	182,248,837
Total Assets	183,556,079
Current liabilities:
Accounts payable and accrued expenses	117,274
Franchise tax payable	167,123
Total current liabilities	284,397
Warrant liabilities	7,494,608
Deferred underwriting fee payable	6,314,525
Total Liabilities	14,093,530
Commitments and Contingencies (Note 6)
Class A common stock, $0.0001 par value, subject to possible redemption; 18,041,500 shares at redemption value of $10.10 per share and unrealized gain on investments held in Trust Account	182,248,837
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	0
Accumulated deficit	(12,786,739)
Total Stockholders' Deficit	(12,786,288)
TOTAL LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS' DEFICIT	183,556,079
Class A Common Stock [Member]
Stockholders' Deficit
Common shares - $0.0001 par value	0
Class B Common Stock [Member]
Stockholders' Deficit
Common shares - $0.0001 par value	$ 451

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS' DEFICIT
Class A common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Class A common stock, shares subject to possible redemption (in shares)	18,041,500
Class A common stock, redemption price (in dollars per share) | $ / shares	$ 10.10
Stockholders' Deficit
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Class A Common Stock [Member]
LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS' DEFICIT
Class A common stock, shares subject to possible redemption (in shares)	18,041,500
Stockholders' Deficit
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	150,000,000
Common stock, shares issued (in shares)	0
Common stock, shares outstanding (in shares)	0
Class B Common Stock [Member]
Stockholders' Deficit
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	20,000,000
Common stock, shares issued (in shares)	4,510,375
Common stock, shares outstanding (in shares)	4,510,375

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Formation and operating costs	$ 670,839
Franchise Tax	167,123
Loss from operations	(837,962)
Other income (expense)
Expensed offering costs	(762,517)
Unrealized gain on investments held in Trust Account	29,687
Change in fair value of warrant liabilities	8,686,933
Total other income, net	7,954,103
Net income (loss)	$ 7,116,141
Basic weighted average shares outstanding (in shares) | shares	4,391,000
Diluted weighted average shares outstanding (in shares) | shares	4,391,000
Basic net income (loss) per common share (in dollars per share) | $ / shares	$ (1.33)
Diluted net income (loss) per common share (in dollars per share) | $ / shares	$ (1.33)
Class A Common Stock [Member]
Other income (expense)
Net income (loss)	$ 12,962,778
Basic weighted average shares outstanding (in shares) | shares	9,072,195
Diluted weighted average shares outstanding (in shares) | shares	9,072,195
Basic net income (loss) per common share (in dollars per share) | $ / shares	$ 1.43
Diluted net income (loss) per common share (in dollars per share) | $ / shares	$ 1.43
Class B Common Stock [Member]
Other income (expense)
Net income (loss)	$ (5,846,637)
Basic weighted average shares outstanding (in shares) | shares	4,391,000
Diluted weighted average shares outstanding (in shares) | shares	4,391,000
Basic net income (loss) per common share (in dollars per share) | $ / shares	$ (1.33)
Diluted net income (loss) per common share (in dollars per share) | $ / shares	$ (1.33)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 10 months ended Dec. 31, 2021 - USD ($)	Common Stock [Member]Class A Common Stock [Member]	Common Stock [Member]Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member]Private Placement Warrants [Member]	Additional Paid-in Capital [Member]Over-Allotment Private Placement Warrants [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member]Private Placement Warrants [Member]	Accumulated Deficit [Member]Over-Allotment Private Placement Warrants [Member]	Total	Private Placement Warrants [Member]	Over-Allotment Private Placement Warrants [Member]	Class A Common Stock [Member]	Class B Common Stock [Member]
Beginning balance at Feb. 28, 2021	$ 0	$ 0	$ 0			$ 0			$ 0
Beginning balance (in shares) at Feb. 28, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor	$ 0	$ 503	24,497			0			25,000
Issuance of Class B common stock to Sponsor (in shares)	0	5,031,250
Excess of cash received over the fair value of the warrants				$ 392,500	$ 8,122		$ 0	$ 0		$ 392,500	$ 8,122
Excess of fair value of Founder Shares sold over the purchase price			4,714,400			0			4,714,400
Forfeiture of Class B common stock	$ 0	$ (52)	52			0			0
Forfeiture of Class B common stock (in shares)	0	(520,875)
Initial accretion of Class A common stock to redemption amount			(5,139,571)			(19,873,193)			(25,012,764)
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of December 31, 2021			0			(29,687)			(29,687)
Net income (loss)	$ 0	$ 0	0			7,116,141			7,116,141			$ 12,962,778	$ (5,846,637)
Ending balance at Dec. 31, 2021	$ 0	$ 451	$ 0			$ (12,786,739)			$ (12,786,288)
Ending balance (in shares) at Dec. 31, 2021	0	4,510,375

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	10 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 7,116,141
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized gain on investments held in Trust Account	(29,687)
Expensed offering costs	762,517
Change in fair value of warrant liabilities	(8,686,933)
Changes in operating assets and liabilities:
Prepaid expenses	(465,183)
Accounts payable and accrued expenses	117,274
Franchise tax payable	167,123
Net cash used in operating activities	(1,018,748)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(182,219,150)
Net cash used in investing activities	(182,219,150)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	300,000
Repayment of promissory note - related party	(300,000)
Proceeds from initial public offering, net of underwriting fees	176,806,700
Proceeds from sale of Private Placement Warrants	8,012,450
Payment of offering costs	(764,193)
Proceeds from sale of Class B common stock to Sponsor	25,000
Net cash provided by financing activities	184,079,957
Net Change in Cash	842,059
Cash - Beginning of period	0
Cash - End of period	842,059
Non-cash investing and financing activities
Deferred underwriting fee payable	6,314,525
Excess of the fair value of Founder Shares sold over the purchase price	4,714,400
Forfeiture of Class B common stock	52
Initial accretion of Class A common stock subject to redemption to redemption value	25,012,764
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of December 31, 2021	$ 29,687

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN	12 Months Ended
	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN Mercury Ecommerce Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on March 1, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through December 31, 2021 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which is described below. The Company will not generate any operating revenues until after the completion of a 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 July 27, 2021. On July 30, 2021, the Company consummated the Initial Public Offering of 17,500,000 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 $175,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,850,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Mercury Sponsor Group I LLC (the “Sponsor”), generating gross proceeds of $7,850,000, which is described in Note 4. The Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 541,500 Units (the “Over-Allotment Units”), generating gross proceeds of $5,415,000, and incurred $108,300 in cash underwriting fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions, which is described in Note 3. Simultaneously with the underwriter partially exercising the over-allotment option, the Sponsor purchased an additional 162,450 warrants ( the "Over-Allotment Private Placement Warrants") at a price of $1.00 per Over-Allotment Private Placement Warrant ($162,450 in the aggregate), which is described in Note 4. In addition, the Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter. The underwriter partially exercised their over-allotment option on August 20, 2021 and forfeited the remainder of the option; thus, 520,875 Founder Shares were forfeited by the Sponsor, which is described in Note 5. Transaction costs amounted to $15,401,418 consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193 of other offering costs, and $4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150 (see Note 5). Following the closing of the Initial Public Offering and partial exercise of the underwriter's over-allotment option, a total of $182,219,150 from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.10 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The initial stockholders have agreed to waive (a) their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of an initial Business Combination, (b) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide holders of Class A common stock the right to have their shares redeemed or to provide for the redemption of Public Shares in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period (as defined below), or with respect to any other material provision relating to stockholder rights or pre-initial Business Combination activity and (c) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within the Combination Period (as defined below). However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below). The Company will have until 18 months, or 24 months if the Company has signed a definitive agreement with respect to an initial Business Combination within such 18-month period (or up to 24 months if the Company extends the period of time to consummate a Business Combination) from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days The underwriter has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit. In order to protect the amounts in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (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 share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims by a third party (including such target business) that executed a waiver of any and all rights to the monies held in the Trust Account (whether any such waiver is enforceable) and except as to any claims under the Company’s indemnity or contribution 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 (other than the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of December 31, 2021, the Company had $842,059 in cash held outside of the Trust Account and a working capital surplus of $1,022,845. The Company anticipates that the cash held outside of the Trust Account as of December 31, 2021 will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. In addition, 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 under the Working Capital Loans (as defined in Note 5). There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period or that the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors will loan the Company funds as may be required under the Working Capital Loans. As a result of the above, in connection with the Company’s assessment of going concern, management has determined that the conditions described above raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date the financial statements are issued. The 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 Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The 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	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), Private Placement Warrants, and Class A common stock subject to redemption required management to exercise significant judgement in its estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Investments Held in Trust Account As of December 31, 2021, the assets held in the Trust Account were held in U.S. government treasury obligations with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying statements of operations. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification 480, Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are recorded against additional paid-in capital and accumulated deficit. The Company recorded an initial accretion of carrying value to redemption valuation of $25,012,764 upon consummation of the Initial Public Offering. The Company subsequently recorded accretion of carrying value to redemption value of $29,687 due to the unrealized gain on the investments held in the Trust Account for the period from March 1, 2021 (inception) through December 31, 2021 as the holders of the Class A common stock subject to redemption have the right to redeem their shares for a pro rata portion of the amount held in the Trust Account including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. As of December 31, 2021, the Class A common stock subject to possible redemption reflected in the financial statements are reconciled in the following table: Gross proceeds $ 180,415,000 Less: Proceeds allocated to Public Warrants (8,569,713 ) Issuance costs allocated to Class A common stock (14,638,901 ) Plus: Initial accretion of carrying value to redemption value 25,012,764 Subsequent accretion of carrying value to redemption value as of December 31, 2021 29,687 Class A common stock subject to possible redemption $ 182,248,837 Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be 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 are recognized as a non-cash gain or loss on the statements of operations. See Note 10 for details regarding the valuation of the Public Warrants (as defined in Note 3) and the Private Placement Warrants. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes 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 interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,033,200 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. In order to determine the net income (loss) attributable to both the public Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 67% for the Class A common stock and 33% for the Class B common stock for the period from March 1, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. The following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the period from March 1, 2021 (inception) through December 31, 2021 Net income $ 7,116,141 Accretion of Class A common stock to redemption amount (25,042,451 ) Net loss including accretion of temporary equity to redemption value $ (17,926,310 ) For the Period from March 1, 2021 (inception) Through December 31, 2021 Class A Class B Basic and diluted net income per share: Numerator: Net loss including accretion of temporary equity to redemption value $ (12,079,673 ) $ (5,846,637 ) Accretion of Class A common stock to redemption amount 25,042,451 — Net income (loss) $ 12,962,778 $ (5,846,637 ) Denominator: Weighted Average Common Stock 9,072,195 4,391,000 Basic and diluted net income (loss) per common share $ 1.43 $ (1.33 ) As of December 31, 2021, no Founder Shares remain subject to forfeiture, as such the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and share in earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The fair value of the Company’s financial assets and liabilities, other than the investments held in the Trust Account and warrant liabilities, approximate the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. Recent Accounting Pronouncements In August 2020, the 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) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2021
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half The Company had granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 541,500 Over-Allotment Units, generating gross proceeds of $5,415,000, and incurred $108,300 in cash underwriting fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2021
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($7,850,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. 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. Upon the purchase of the Private Placement Warrants by the Sponsor, the Company recorded the excess proceeds received over the fair value of the Private Placement Warrants as additional paid-in capital. Simultaneously with the underwriter partially exercising the over-allotment option, the Sponsor purchased an additional 162,450 Over-Allotment Private Placement Warrants at a price of $1.00 per Over-Allotment Private Placement Warrant ($162,450 in the aggregate).

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 4, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,031,250 shares of Class B common stock (the “Founder Shares”). The outstanding Founder Shares included an aggregate of up to 656,250 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter's over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The underwriter partially exercised their over-allotment option on August 20, 2021 and forfeited the remainder of the option; thus, 520,875 Founder Shares were forfeited by the Sponsor. A total of ten anchor investors purchased 14,402,000 Units in the Initial Public Offering at the offering price of $10.00 per Unit; seven anchor investors purchased 1,732,500 Units in the Initial Public Offering at the offering price of $10.00 per Unit, and such allocations were be determined by the underwriter; one Anchor Investor purchased 1,400,000 Units in the Initial Public Offering at the offering price of $10.00 per unit; and two anchor investors purchased 437,500 Units in the Initial Public Offering at the offering price of $10.00 per Unit. Pursuant to such Units, the anchor investors have not been granted any stockholder or other rights in addition to those afforded to the Company’s other public stockholders. Further, the anchor investors are not required to (i) hold any Units, Class A common stock or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A common stock they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The anchor investors will have the same rights to the funds held in the Trust Account with respect to the Class A common stock underlying the Units they may purchase in the Initial Public Offering as the rights afforded to the Company’s other public stockholders. Each anchor investor has entered into separate investment agreements with the Company and the Sponsor pursuant to which each anchor investor agreed to purchase a specified number of Founder Shares, or an aggregate of 830,000 Founder Shares, from the Sponsor for $0.005 per share, or an aggregate purchase price of $4,150 at the closing of the Initial Public Offering, subject to such anchor investor’s acquisition of 100% of the Units allocated to it by the underwriter in the Initial Public Offering. Pursuant to the investment agreements, the anchor investors have agreed to (a) vote any Founder Shares held by them in favor of the Business Combination and (b) subject any Founder Shares held by them to the same lock-up restrictions as the Founder Shares held by the Sponsor and independent directors. The Company estimated the fair value of the Founder Shares attributable to the anchor investors to be $4,714,400 or $5.68 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $4,150 (or $0.005 per share) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering costs were allocated to the separable financial instruments issued in the Initial Public Offering in proportion to the amount allocated to the Class A common stock and Public Warrants, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately in the statement of operations. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial Public Offering. Promissory Note - Related Party On March 4, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of (i) August 30, 2021 or (ii) the consummation of the Initial Public Offering. As of December 31, 2021, there was no outstanding balance under the Promissory Note. The outstanding balance under the Promissory Note was repaid at the closing of the Initial Public Offering on July 30, 2021. Administrative Support Agreement The Company entered into an agreement to pay the Sponsor a total of $10,000 per month for administrative, financial and support services. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. During the period from March 1, 2021 (inception) through December 31, 2021, the Company incurred expenses of $100,000 under this agreement. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2021
COMMITMENTS [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration and Stockholder Rights Agreement Pursuant to a registration rights agreement entered into on July 27, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial 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 had granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 541,500 Units (the “Over-Allotment Units”), generating gross proceeds of $5,415,000, and incurred $108,300 in cash underwriting fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions. The underwriter were paid a cash underwriting discount of $0.20 per Unit, or $3,608,300 in the aggregate, upon the closing of the Initial Public Offering and partial exercise of the over-allotment option. In addition, $0.35 per unit, or $6,314,525 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2021
WARRANTS [Abstract]
WARRANTS	NOTE 7. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the 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 a share of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of an initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company's shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A common stock equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 — • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Company's Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The fair market value of the Company's Class A common stock shall mean the volume weighted average price of the Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). 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 an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the completion of an initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of December 31, 2021, there were 9,020,750 Public Warrants and 8,012,450 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2021
STOCKHOLDERS' EQUITY [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS' EQUITY Preferred stock Class A common stock Class B common stock Only holders of Class B common stock will have the right to elect all of the Company's directors prior to the consummation of an initial Business Combination. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in an initial Business Combination and any warrants issued upon the conversion of Working Capital Loans made to the Company.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2021
INCOME TAX [Abstract]
INCOME TAX	NOTE 9. INCOME TAX The Company’s net deferred tax assets (liabilities) as of December 31, 2021 is as follows: Deferred tax assets: Start-up costs $ 140,508 Net operating loss carryforwards 35,096 Total deferred tax assets 175,604 Valuation allowance (169,370 ) Deferred tax liabilities: Unrealized gain on investments (6,234 ) Total deferred tax liabilities (6,234 ) Deferred tax assets, net of allowance $ — The income tax provision for the period from March 1, 2021 (inception) through December 31, 2021 consists of the following: Federal Current $ — Deferred (169,370 ) State Current — Deferred — Change in valuation allowance 169,370 Income tax provision $ — As of December 31, 2021, the Company has available U.S. federal operating loss carry forwards of approximately $167,000 that may be carried forward indefinitely. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period ended December 31, 2020, the valuation allowance was $169,370. A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of derivative warrant liabilities (25.6 )% Non-deductible transaction costs 2.3 % Change in valuation allowance 2.3 % Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction which remain open and subject to examination.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: U.S. government treasury obligations $ 182,248,837 $ 182,248,837 $ — $ — Liabilities Warrant liability – Public Warrants $ 3,969,130 $ 3,969,130 $ — $ — Warrant liability – Private Placement Warrants $ 3,525,478 $ — $ 3,525,478 $ — Upon initial measurement as of July 30, 2021, the Company utilized a binomial/lattice model to value the Public Warrants and Private Placement Warrants. The estimated fair value upon the initial measurement of the warrant liabilities as of July 30, 2021, was determined using Level 3 inputs. The Company estimated volatility based on research on comparable companies with the same type of warrants along with the implied volatilities shortly after they start trading. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated to remain at zero. As of December 31, 2021, since both Public Warrants and Private Placement Warrants are subject to the certain make-whole provisions, Private Placement Warrants will have the same value as the Public Warrants and the public trading price is used. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2021 after the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement in September 2021 due to the use of an observable market quote for a similar asset in an active market. The following table provides the significant unobservable inputs used in the binomial/lattice model for the initial valuation of the Public Warrants and Private Placement Warrants as of July 30, 2021: As of July 30, 2021 (Initial Measurement) Stock price $ 9.47 Exercise price $ 11.50 Dividend yield 0.0 % Expected term (in years) 5.5 Volatility 20.0 % Risk-free rate 0.80 % Fair value $ 0.95 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of March 1, 2021 $ — Initial measurement of Public Warrants and Private Placement Warrants as of July 30, 2021 15,770,000 Initial measurement of Public Warrants and Private Placement Warrants upon exercise of over-allotment on August 20, 2021 411,541 Transfer of Public Warrants to Level 1 measurement (4,780,998 ) Transfer of Private Placement Warrants to Level 2 measurement (4,246,599 ) Change in fair value (7,153,945 ) Fair value as of December 31, 2021 $ — The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $8,686,933 within the statement of operations for the period from March 1, 2021 (inception) through December 31, 2021. The gain on the change in fair value of warrant liabilities was due in large part to the decrease in the public traded price of the Public Warrants.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 3), Private Placement Warrants, and Class A common stock subject to redemption required management to exercise significant judgement in its estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2021, the assets held in the Trust Account were held in U.S. government treasury obligations with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying statements of operations.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification 480, Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are recorded against additional paid-in capital and accumulated deficit. The Company recorded an initial accretion of carrying value to redemption valuation of $25,012,764 upon consummation of the Initial Public Offering. The Company subsequently recorded accretion of carrying value to redemption value of $29,687 due to the unrealized gain on the investments held in the Trust Account for the period from March 1, 2021 (inception) through December 31, 2021 as the holders of the Class A common stock subject to redemption have the right to redeem their shares for a pro rata portion of the amount held in the Trust Account including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. As of December 31, 2021, the Class A common stock subject to possible redemption reflected in the financial statements are reconciled in the following table: Gross proceeds $ 180,415,000 Less: Proceeds allocated to Public Warrants (8,569,713 ) Issuance costs allocated to Class A common stock (14,638,901 ) Plus: Initial accretion of carrying value to redemption value 25,012,764 Subsequent accretion of carrying value to redemption value as of December 31, 2021 29,687 Class A common stock subject to possible redemption $ 182,248,837
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be 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 are recognized as a non-cash gain or loss on the statements of operations. See Note 10 for details regarding the valuation of the Public Warrants (as defined in Note 3) and the Private Placement Warrants.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes 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 interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,033,200 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. In order to determine the net income (loss) attributable to both the public Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 67% for the Class A common stock and 33% for the Class B common stock for the period from March 1, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. The following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the period from March 1, 2021 (inception) through December 31, 2021 Net income $ 7,116,141 Accretion of Class A common stock to redemption amount (25,042,451 ) Net loss including accretion of temporary equity to redemption value $ (17,926,310 ) For the Period from March 1, 2021 (inception) Through December 31, 2021 Class A Class B Basic and diluted net income per share: Numerator: Net loss including accretion of temporary equity to redemption value $ (12,079,673 ) $ (5,846,637 ) Accretion of Class A common stock to redemption amount 25,042,451 — Net income (loss) $ 12,962,778 $ (5,846,637 ) Denominator: Weighted Average Common Stock 9,072,195 4,391,000 Basic and diluted net income (loss) per common share $ 1.43 $ (1.33 ) As of December 31, 2021, no Founder Shares remain subject to forfeiture, as such the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and share in earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The fair value of the Company’s financial assets and liabilities, other than the investments held in the Trust Account and warrant liabilities, approximate the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the 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) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Class A Common Stock Subject to Possible Redemption	As of December 31, 2021, the Class A common stock subject to possible redemption reflected in the financial statements are reconciled in the following table: Gross proceeds $ 180,415,000 Less: Proceeds allocated to Public Warrants (8,569,713 ) Issuance costs allocated to Class A common stock (14,638,901 ) Plus: Initial accretion of carrying value to redemption value 25,012,764 Subsequent accretion of carrying value to redemption value as of December 31, 2021 29,687 Class A common stock subject to possible redemption $ 182,248,837
Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share	The following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the period from March 1, 2021 (inception) through December 31, 2021 Net income $ 7,116,141 Accretion of Class A common stock to redemption amount (25,042,451 ) Net loss including accretion of temporary equity to redemption value $ (17,926,310 ) For the Period from March 1, 2021 (inception) Through December 31, 2021 Class A Class B Basic and diluted net income per share: Numerator: Net loss including accretion of temporary equity to redemption value $ (12,079,673 ) $ (5,846,637 ) Accretion of Class A common stock to redemption amount 25,042,451 — Net income (loss) $ 12,962,778 $ (5,846,637 ) Denominator: Weighted Average Common Stock 9,072,195 4,391,000 Basic and diluted net income (loss) per common share $ 1.43 $ (1.33 )

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2021
INCOME TAX [Abstract]
Deferred Tax Assets (Liabilities)	The Company’s net deferred tax assets (liabilities) as of December 31, 2021 is as follows: Deferred tax assets: Start-up costs $ 140,508 Net operating loss carryforwards 35,096 Total deferred tax assets 175,604 Valuation allowance (169,370 ) Deferred tax liabilities: Unrealized gain on investments (6,234 ) Total deferred tax liabilities (6,234 ) Deferred tax assets, net of allowance $ —
Income Tax Provision	The income tax provision for the period from March 1, 2021 (inception) through December 31, 2021 consists of the following: Federal Current $ — Deferred (169,370 ) State Current — Deferred — Change in valuation allowance 169,370 Income tax provision $ —
Reconciliation of Federal Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of derivative warrant liabilities (25.6 )% Non-deductible transaction costs 2.3 % Change in valuation allowance 2.3 % Income tax provision 0.0 %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Investments held in Trust Account: U.S. government treasury obligations $ 182,248,837 $ 182,248,837 $ — $ — Liabilities Warrant liability – Public Warrants $ 3,969,130 $ 3,969,130 $ — $ — Warrant liability – Private Placement Warrants $ 3,525,478 $ — $ 3,525,478 $ —
Significant Unobservable Inputs Used in Binomial/Lattice Model	The following table provides the significant unobservable inputs used in the binomial/lattice model for the initial valuation of the Public Warrants and Private Placement Warrants as of July 30, 2021: As of July 30, 2021 (Initial Measurement) Stock price $ 9.47 Exercise price $ 11.50 Dividend yield 0.0 % Expected term (in years) 5.5 Volatility 20.0 % Risk-free rate 0.80 % Fair value $ 0.95
Changes in Fair Value of Level 3 Financial Instruments Measured at Fair Value on Recurring Basis	The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of March 1, 2021 $ — Initial measurement of Public Warrants and Private Placement Warrants as of July 30, 2021 15,770,000 Initial measurement of Public Warrants and Private Placement Warrants upon exercise of over-allotment on August 20, 2021 411,541 Transfer of Public Warrants to Level 1 measurement (4,780,998 ) Transfer of Private Placement Warrants to Level 2 measurement (4,246,599 ) Change in fair value (7,153,945 ) Fair value as of December 31, 2021 $ —

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN, Initial Public Offering and Private Placement (Details)	Aug. 20, 2021USD ($)$ / sharesshares	Jul. 30, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)Business$ / shares	Mar. 04, 2021shares
Description of Organization and Business Operations [Abstract]
Gross proceeds from initial public offering			$ 176,806,700
Gross proceeds from private placement			8,012,450
Underwriting fees		$ 3,608,300
Deferred underwriting fees		6,314,525
Transaction costs		15,401,418
Other offering costs		764,193
Excess fair value of the founder shares sold		4,714,400
Purchase price		4,150
Cash deposited in Trust Account		$ 182,219,150	$ 182,219,150
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares		$ 10.10
Number of operating businesses included in initial Business Combination | Business			2
Net tangible asset threshold for redeeming Public Shares			$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent			15.00%
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period			100.00%
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period			10 days
Minimum [Member]
Description of Organization and Business Operations [Abstract]
Period to complete Business Combination from closing of Initial Public Offering			18 months
Maximum [Member]
Description of Organization and Business Operations [Abstract]
Period to complete Business Combination from closing of Initial Public Offering			24 months
Interest from Trust Account that can be held to pay dissolution expenses			$ 100,000
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ / shares			$ 10.10
Sponsor [Member]
Description of Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares			$ 0.005
Sponsor [Member] | Class B Common Stock [Member]
Description of Organization and Business Operations [Abstract]
Number of shares forfeited (in shares) | shares	520,875
Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member]
Description of Organization and Business Operations [Abstract]
Number of shares subject to forfeiture (in shares) | shares	656,250			656,250
Initial Public Offering [Member]
Description of Organization and Business Operations [Abstract]
Gross proceeds from initial public offering			$ 180,415,000
Initial Public Offering [Member] | Public Shares [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares		17,500,000
Share price (in dollars per share) | $ / shares		$ 10
Gross proceeds from initial public offering		$ 175,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares	541,500
Gross proceeds from initial public offering	$ 5,415,000
Term of option for underwriters to purchase additional Units to cover over-allotments		45 days
Additional Units that can be purchased to cover over-allotments (in shares) | shares		2,625,000
Underwriting fees	108,300
Deferred underwriting fees	$ 189,525
Over-Allotment Option [Member] | Public Shares [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares	541,500
Gross proceeds from initial public offering	$ 5,415,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares	$ 1
Warrants issued (in shares) | shares	162,450
Gross proceeds from private placement	$ 162,450
Private Placement [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares		$ 1
Warrants issued (in shares) | shares		7,850,000
Gross proceeds from private placement		$ 7,850,000

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN, Liquidity and Going Concern (Details)	Dec. 31, 2021USD ($)
Going concern consideration [Abstract]
Cash at bank	$ 842,059
Working capital surplus	$ 1,022,845

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details)	Dec. 31, 2021USD ($)
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Common Stock Subject to Possible Redemption (Details)	10 Months Ended
	Dec. 31, 2021USD ($)shares
Common Stock Subject To Possible Redemption [Abstract]
Class A common stock, shares subject to possible redemption (in shares) | shares	18,041,500
Gross proceeds	$ 176,806,700
Issuance costs allocated to Class A common stock	(764,193)
Initial accretion of carrying value to redemption value	25,012,764
Class A common stock subject to possible redemption	$ 182,248,837
Class A Common Stock [Member]
Common Stock Subject To Possible Redemption [Abstract]
Class A common stock, shares subject to possible redemption (in shares) | shares	18,041,500
Initial Public Offering [Member]
Common Stock Subject To Possible Redemption [Abstract]
Gross proceeds	$ 180,415,000
Initial accretion of carrying value to redemption value	25,012,764
Subsequent accretion of carrying value to redemption value as of December 31, 2021	29,687
Class A common stock subject to possible redemption	182,248,837
Initial Public Offering [Member] | Class A Common Stock [Member]
Common Stock Subject To Possible Redemption [Abstract]
Issuance costs allocated to Class A common stock	(14,638,901)
Initial Public Offering [Member] | Public Warrants [Member]
Common Stock Subject To Possible Redemption [Abstract]
Proceeds allocated to Public Warrants	$ (8,569,713)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs Associated with the Initial Public Offering (Details) - USD ($)	10 Months Ended
	Dec. 31, 2021	Jul. 30, 2021
Offering Costs Associated with the Initial Public Offering [Abstract]
Deferred offering costs		$ 15,401,418
Underwriting fees		3,608,300
Deferred underwriting fees		6,314,525
Other offering costs		764,193
Excess fair value of the founder shares sold		4,714,400
Purchase price		$ 4,150
Offering cost recorded to equity amount	$ 14,638,901
Expensed offering costs	$ 762,517

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details)	Dec. 31, 2021USD ($)
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0
Accrued interest and penalties	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Loss Including Accretion of Temporary Equity to Redemption (Details)	10 Months Ended
	Dec. 31, 2021USD ($)shares
Net Income Per Common Share [Abstract]
Number of securities called by warrants (in shares) | shares	17,033,200
Basic and Diluted Net Income (Loss) Per Common Stock [Abstract]
Net income (loss)	$ 7,116,141
Accretion of temporary equity to redemption value	(25,042,451)
Net loss including accretion of temporary	$ (17,926,310)
Class A Common Stock [Member]
Net Income Per Common Share [Abstract]
Percentage of total net income (loss) allocated to shares	67.00%
Basic and Diluted Net Income (Loss) Per Common Stock [Abstract]
Net income (loss)	$ 12,962,778
Accretion of temporary equity to redemption value	(25,042,451)
Net loss including accretion of temporary	$ (12,079,673)
Class B Common Stock [Member]
Net Income Per Common Share [Abstract]
Percentage of total net income (loss) allocated to shares	33.00%
Basic and Diluted Net Income (Loss) Per Common Stock [Abstract]
Net income (loss)	$ (5,846,637)
Accretion of temporary equity to redemption value	0
Net loss including accretion of temporary	$ (5,846,637)

SUMMARY OF SIGNIFICANT ACCOUN_9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income (Loss) Per Common Share (Details)	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Numerator [Abstract]
Net loss including accretion of temporary	$ (17,926,310)
Accretion of temporary equity to redemption value	25,042,451
Net income (loss)	$ 7,116,141
Denominator [Abstract]
Basic weighted average common stock (in shares) | shares	4,391,000
Diluted weighted average common stock (in shares) | shares	4,391,000
Basic net income (loss) per common share (in dollars per share) | $ / shares	$ (1.33)
Diluted net income (loss) per common share (in dollars per share) | $ / shares	$ (1.33)
Antidilutive securities excluded from computation of earnings per share (in shares) | shares	0
Founder Shares [Member]
Denominator [Abstract]
Number of shares subject to forfeiture (in shares) | shares	0
Class A Common Stock [Member]
Numerator [Abstract]
Net loss including accretion of temporary	$ (12,079,673)
Accretion of temporary equity to redemption value	25,042,451
Net income (loss)	$ 12,962,778
Denominator [Abstract]
Basic weighted average common stock (in shares) | shares	9,072,195
Diluted weighted average common stock (in shares) | shares	9,072,195
Basic net income (loss) per common share (in dollars per share) | $ / shares	$ 1.43
Diluted net income (loss) per common share (in dollars per share) | $ / shares	$ 1.43
Class B Common Stock [Member]
Numerator [Abstract]
Net loss including accretion of temporary	$ (5,846,637)
Accretion of temporary equity to redemption value	0
Net income (loss)	$ (5,846,637)
Denominator [Abstract]
Basic weighted average common stock (in shares) | shares	4,391,000
Diluted weighted average common stock (in shares) | shares	4,391,000
Basic net income (loss) per common share (in dollars per share) | $ / shares	$ (1.33)
Diluted net income (loss) per common share (in dollars per share) | $ / shares	$ (1.33)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Aug. 20, 2021	Jul. 30, 2021	Dec. 31, 2021
Initial Public Offering [Abstract]
Gross proceeds from initial public offering			$ 176,806,700
Underwriting fees		$ 3,608,300
Deferred underwriting fees		$ 6,314,525
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Gross proceeds from initial public offering			$ 180,415,000
Initial Public Offering [Member] | Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)		17,500,000
Share price (in dollars per share)		$ 10
Gross proceeds from initial public offering		$ 175,000,000
Initial Public Offering [Member] | Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)		0.50
Warrants exercise price (In dollars per share)		$ 11.50
Initial Public Offering [Member] | Class A Common Stock [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)		1
Number of securities called by each warrant (in shares)		1
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	541,500
Term of option for underwriters to purchase additional Units to cover over-allotments		45 days
Additional Units that can be purchased to cover over-allotments (in shares)		2,625,000
Gross proceeds from initial public offering	$ 5,415,000
Underwriting fees	108,300
Deferred underwriting fees	$ 189,525
Over-Allotment Option [Member] | Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	541,500
Gross proceeds from initial public offering	$ 5,415,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement Warrants [Member] - USD ($)	Aug. 20, 2021	Jul. 30, 2021
Private Placement [Member]
Private Placement [Abstract]
Warrants issued (in shares)		7,850,000
Share price (in dollars per share)		$ 1
Gross proceeds from issuance of warrants		$ 7,850,000
Private Placement [Member] | Class A Common Stock [Member]
Private Placement [Abstract]
Number of securities called by each warrant (in shares)		1
Exercise price of warrant (in dollars per share)		$ 11.50
Over-Allotment Option [Member]
Private Placement [Abstract]
Warrants issued (in shares)	162,450
Share price (in dollars per share)	$ 1
Gross proceeds from issuance of warrants	$ 162,450

RELATED PARTY TRANSACTIONS, Fou

RELATED PARTY TRANSACTIONS, Founder Shares (Details)	Aug. 20, 2021shares	Jul. 30, 2021Investor$ / sharesshares	Mar. 04, 2021USD ($)shares	Dec. 31, 2021USD ($)$ / sharesshares
Founder Shares [Abstract]
Proceeds from issuance of common stock | $				$ 25,000
Percentage of acquisition of units allocated				100.00%
Offering costs | $				$ 762,517
Over-Allotment Option [Member]
Founder Shares [Abstract]
Units issued (in shares)	541,500
Sponsor [Member]
Founder Shares [Abstract]
Share price (in dollars per share) | $ / shares				$ 0.005
Sponsor [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock | $			$ 25,000
Issuance of Class B ordinary shares to Sponsor (in shares)			5,031,250
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering			20.00%
Number of shares forfeited (in shares)	520,875
Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member]
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)	656,250		656,250
Anchor Investors [Member]
Founder Shares [Abstract]
Aggregate number of shares subscribed (in shares)				830,000
Aggregate purchase price of subscribed shares | $				$ 4,150
Aggregate fair value of shares issued | $				$ 4,714,400
Share price (in dollars per share) | $ / shares				$ 5.68
Offering costs | $				$ 4,150
Offering costs (in dollars per share) | $ / shares				$ 0.005
Ten Anchor Investors [Member] | Initial Public Offering [Member]
Founder Shares [Abstract]
Number of anchor investors | Investor		10
Units issued (in shares)		14,402,000
Share price (in dollars per share) | $ / shares		$ 10
Seven Anchor Investors [Member] | Initial Public Offering [Member]
Founder Shares [Abstract]
Number of anchor investors | Investor		7
Units issued (in shares)		1,732,500
Share price (in dollars per share) | $ / shares		$ 10
One Anchor Investor [Member] | Initial Public Offering [Member]
Founder Shares [Abstract]
Number of anchor investors | Investor		1
Units issued (in shares)		1,400,000
Share price (in dollars per share) | $ / shares		$ 10
Two Anchor Investors [Member] | Initial Public Offering [Member]
Founder Shares [Abstract]
Number of anchor investors | Investor		2
Units issued (in shares)		437,500
Share price (in dollars per share) | $ / shares		$ 10

RELATED PARTY TRANSACTIONS, Pro

RELATED PARTY TRANSACTIONS, Promissory Note (Details) - USD ($)	Mar. 04, 2021	Dec. 31, 2021
Promissory Note [Abstract]
Proceeds from draw on promissory note		$ 300,000
Sponsor [Member] | Promissory Note [Member]
Promissory Note [Abstract]
Promissory note, amount outstanding		$ 0
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | IPO [Member]
Promissory Note [Abstract]
Proceeds from draw on promissory note	$ 300,000

RELATED PARTY TRANSACTIONS, Adm

RELATED PARTY TRANSACTIONS, Administrative Support Agreement (Details) - Administrative Support Agreement [Member]	10 Months Ended
	Dec. 31, 2021USD ($)
Administrative Support Agreement [Abstract]
Incurred expenses	$ 100,000
Sponsor [Member]
Administrative Support Agreement [Abstract]
Related party transaction amount	$ 10,000

RELATED PARTY TRANSACTIONS, Rel

RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member]	Dec. 31, 2021USD ($)$ / shares
Related Party Loans [Abstract]
Loans that can be converted into Warrants at lenders' discretion | $	$ 1,500,000
Conversion price (in dollars per share) | $ / shares	$ 1

COMMITMENTS (Details)

COMMITMENTS (Details)	Aug. 20, 2021USD ($)shares	Jul. 30, 2021USD ($)$ / sharesshares	Dec. 31, 2021USD ($)Demand
Registration and Stockholder Rights Agreement [Abstract]
Number of demands entitled to holders | Demand			3
Underwriting Agreement [Abstract]
Gross proceeds from initial public offering			$ 176,806,700
Underwriting fees		$ 3,608,300
Deferred underwriting fees		$ 6,314,525
Underwriting discount (in dollars per share) | $ / shares		$ 0.20
Underwriting discount		$ 3,608,300
Deferred underwriting commissions per Unit (in dollars per share) | $ / shares		$ 0.35
Deferred underwriting commissions		$ 6,314,525
Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments		45 days
Additional Units that can be purchased to cover over-allotments (in shares) | shares		2,625,000
Units issued (in shares) | shares	541,500
Gross proceeds from initial public offering	$ 5,415,000
Underwriting fees	108,300
Deferred underwriting fees	$ 189,525

WARRANTS (Details)

WARRANTS (Details) - $ / shares	10 Months Ended
	Dec. 31, 2021	Jul. 30, 2021
Warrants [Abstract]
Period to exercise warrants after Business Combination	30 days
Period to exercise warrants after closing of Initial Public Offering	1 year
Expiration period of warrants	5 years
Period to file registration statement after initial Business Combination	15 days
Period for registration statement to become effective	60 days
Threshold trigger price for redemption of warrants (in dollars per share)	$ 10
Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	9,020,750
Class A Common Stock [Member]
Warrants [Abstract]
Period to file registration statement after initial Business Combination	20 days
Trading day period to calculate volume weighted average trading price	20 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Redemption period	30 days
Percentage multiplier	180.00%
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.10
Notice period to redeem warrants	30 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member]
Warrants [Abstract]
Number of shares issued upon exercise of warrant (in shares)	0.361
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member]
Warrants [Abstract]
Trading day period to calculate volume weighted average trading price following notice of redemption	10 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10
Additional Issue of Common Stock or Equity-Linked Securities [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 18
Percentage multiplier	115.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member]
Warrants [Abstract]
Aggregate gross proceeds from issuance as a percentage of total equity proceeds	60.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Maximum [Member]
Warrants [Abstract]
Percentage multiplier	100.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Common Stock [Member] | Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20
IPO [Member] | Class A Common Stock [Member]
Warrants [Abstract]
Number of shares issued upon exercise of warrant (in shares)		1
Private Placement Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	8,012,450

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	Mar. 04, 2021USD ($)shares	Dec. 31, 2021USD ($)Vote$ / sharesshares	Aug. 20, 2021shares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)		1,000,000
Preferred stock, par value (in dollars per share) | $ / shares		$ 0.0001
Preferred stock, shares issued (in shares)		0
Preferred stock, shares outstanding (in shares)		0
Proceeds from issuance of common stock | $		$ 25,000
Class A common stock, shares subject to possible redemption (in shares)		18,041,500
Stock conversion basis of Class B to Class A ordinary shares at time of initial business combination		1
Stock conversion basis at time of business combination percentage		20.00%
Class A Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)		150,000,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001
Number of votes per share | Vote		1
Class A common stock, shares subject to possible redemption, issued (in shares)		18,041,500
Class A common stock, shares subject to possible redemption (in shares)		18,041,500
Common stock, shares issued (in shares)		0
Common stock, shares outstanding (in shares)		0
Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)		20,000,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001
Number of votes per share | Vote		1
Common stock, shares issued (in shares)		4,510,375
Common stock, shares outstanding (in shares)		4,510,375
Sponsor [Member] | Class B Common Stock [Member]
Stockholders' Equity [Abstract]
Proceeds from issuance of common stock | $	$ 25,000
Issuance of Class B ordinary shares to Sponsor (in shares)	5,031,250
Number of shares forfeited (in shares)			520,875

INCOME TAX, Net Deferred Tax As

INCOME TAX, Net Deferred Tax Assets (Liabilities) (Details)	Dec. 31, 2021USD ($)
Deferred tax assets [Abstract]
Start-up costs	$ 140,508
Net operating loss carryforwards	35,096
Total deferred tax assets	175,604
Valuation allowance	(169,370)
Deferred tax liabilities [Abstract]
Unrealized gain on investments	(6,234)
Total deferred tax liabilities	(6,234)
Deferred tax assets, net of allowance	$ 0

INCOME TAX, Income Tax Provisio

INCOME TAX, Income Tax Provision (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Federal [Abstract]
Current	$ 0
Deferred	(169,370)
State [Abstract]
Current	0
Deferred	0
Change in valuation allowance	169,370	$ 169,370
Income tax provision	0
Federal operating loss carry forwards	$ 167,000

INCOME TAX, Effective Income Ta

INCOME TAX, Effective Income Tax Rates (Details)	10 Months Ended
	Dec. 31, 2021
INCOME TAX [Abstract]
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in fair value of derivative warrant liabilities	(25.60%)
Non-deductible transaction costs	2.30%
Change in valuation allowance	2.30%
Income tax provision	0.00%

FAIR VALUE MEASUREMENTS, Assets

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member]	Dec. 31, 2021USD ($)
Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	$ 3,969,130
Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	3,525,478
U.S. Government Treasury Obligations [Member]
Assets [Abstract]
Investments held in Trust Account	182,248,837
Level 1 [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	3,969,130
Level 1 [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	0
Level 1 [Member] | U.S. Government Treasury Obligations [Member]
Assets [Abstract]
Investments held in Trust Account	182,248,837
Level 2 [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	0
Level 2 [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	3,525,478
Level 2 [Member] | U.S. Government Treasury Obligations [Member]
Assets [Abstract]
Investments held in Trust Account	0
Level 3 [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liability	0
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liability	0
Level 3 [Member] | U.S. Government Treasury Obligations [Member]
Assets [Abstract]
Investments held in Trust Account	$ 0

FAIR VALUE MEASUREMENTS, Signif

FAIR VALUE MEASUREMENTS, Significant Unobservable Inputs Used in Binomial/Lattice Model (Details)	Dec. 31, 2021	Jul. 30, 2021$ / shares
Valuation Technique and Input, Description [Abstract]
Measurement input	5 years
Public Warrants and Private Placement Warrants [Member] | Stock Price [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input		9.47
Public Warrants and Private Placement Warrants [Member] | Exercise Price [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input		11.50
Public Warrants and Private Placement Warrants [Member] | Dividend Yield [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input		0
Public Warrants and Private Placement Warrants [Member] | Expected Term [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input		5 years 6 months
Public Warrants and Private Placement Warrants [Member] | Volatility [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input		0.200
Public Warrants and Private Placement Warrants [Member] | Risk-free Rate [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input		0.0080
Public Warrants and Private Placement Warrants [Member] | Fair Value [Member]
Valuation Technique and Input, Description [Abstract]
Measurement input		0.95

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Level 3 Financial Instruments Measured at Fair Value on Recurring Basis (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Changes in Fair Value of Level 3 Financial Instruments Measured at Fair Value on Recurring Basis [Roll Forward]
Gain recognized in fair value of warrant liabilities	$ 8,686,933
Warrants [Member]
Changes in Fair Value of Level 3 Financial Instruments Measured at Fair Value on Recurring Basis [Roll Forward]
Fair value, beginning balance	0
Initial measurement of Warrants	15,770,000
Change in fair value	(7,153,945)
Fair value, ending balance	0
Warrants [Member] | Public Warrants [Member]
Changes in Fair Value of Level 3 Financial Instruments Measured at Fair Value on Recurring Basis [Roll Forward]
Transfer of Public Warrants to Level 1 measurement	(4,780,998)
Warrants [Member] | Private Placement Warrants [Member]
Changes in Fair Value of Level 3 Financial Instruments Measured at Fair Value on Recurring Basis [Roll Forward]
Transfer of Public Warrants to Level 1 measurement	(4,246,599)
Over-Allotment Option [Member] | Warrants [Member]
Changes in Fair Value of Level 3 Financial Instruments Measured at Fair Value on Recurring Basis [Roll Forward]
Initial measurement of Warrants	$ 411,541