Genesis Unicorn Capital (GENQ) 10-Q 11 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 02, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-41287
Entity Registrant Name	GENESIS UNICORN CAPITAL CORP.
Entity Central Index Key	0001853112
Entity Tax Identification Number	85-4283150
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	281 Witherspoon Street
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	Princeton
Entity Address, State or Province	NJ
City Area Code	(609)
Local Phone Number	466-0792
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one share of common stock, par value $0.0001, one redeemable warrant [Member]
Title of 12(b) Security	Units, each consisting of one share of common stock, par value $0.0001, one redeemable warrant
Trading Symbol	GENQU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 [Member]
Title of 12(b) Security	Class A Common Stock, par value $0.0001
Trading Symbol	GENQ
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock [Member]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of Class A Common Stock
Trading Symbol	GENQW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		9,045,456
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,156,250

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 364,020	$ 9,650
Prepaid expenses - current	181,567
Deferred offering costs		172,719
Total current assets	545,587	182,369
Prepaid expenses - noncurrent	94,007
Investments held in Trust Account	87,654,066
Total Assets	88,293,660	182,369
Current liabilities:
Accounts payable	5,000
Accrued expenses	12,807
Accrued expenses - related party	30,000
Franchise tax payable	100,000
Promissory note - related party		174,147
Total current liabilities	147,807	174,147
Deferred underwriting fee payable	2,803,125
Total Liabilities	2,950,932	174,147
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption; 8,625,000 and no shares at redemption value of $10.15 per share at June 30, 2022 and December 31, 2021, respectively	87,543,750
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,250,000 shares authorized; none issued and outstanding at June 30, 2022 and December 31, 2021
Additional paid-in capital		24,784
Accumulated deficit	(2,201,280)	(16,778)
Total Stockholders’ Equity (Deficit):	(2,201,022)	8,222
Total Liabilities and Stockholders’ Equity (Deficit):	88,293,660	182,369
Common Class A [Member]
Stockholders’ Equity (Deficit):
Common stock, value	42
Common Class B [Member]
Stockholders’ Equity (Deficit):
Common stock, value	$ 216	$ 216

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,250,000	1,250,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, possible redemption	8,625,000	0
Temporary equity, redemption price per share	$ 10.15	$ 10.15
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares, issued	420,456	0
Common stock, shares, outstanding	420,456	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	12,500,000	12,500,000
Common stock, shares, issued	2,156,250	2,156,250
Common stock, shares, outstanding	2,156,250	2,156,250

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Operating costs	$ 174,912	$ 60	$ 16,738	$ 320,651
Franchise tax expense	50,000			104,153
Loss from operations	(224,912)	(60)	(16,738)	(424,804)
Gain on investments held in Trust Account	71,282			110,316
Net loss	$ (153,630)	$ (60)	$ (16,738)	$ (314,488)
Common Class A [Member]
Basic and diluted weighted average shares outstanding	8,625,000			6,337,707
Basic and diluted net loss per share	$ (0.01)			$ (0.04)
Common Class B [Member]
Basic and diluted weighted average shares outstanding	2,156,250	1,875,000	1,875,000	2,081,665
Basic and diluted net loss per share	$ (0.01)	$ 0	$ (0.01)	$ (0.04)

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)		Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Feb. 22, 2021
Beginning balance, shares at Feb. 22, 2021
Net loss					(16,678)	(16,678)
Issuance of Class B common stock to Sponsor	[1]		$ 216	24,784		25,000
Issuance of Class B common stock to Sponsor, shares	[1]		2,156,250
Ending balance, value at Mar. 31, 2021			$ 216	24,784	(16,678)	8,322
Ending balance, shares at Mar. 31, 2021			2,156,250
Beginning balance, value at Feb. 22, 2021
Beginning balance, shares at Feb. 22, 2021
Net loss						(16,738)
Ending balance, value at Jun. 30, 2021			$ 216	24,784	(16,738)	8,262
Ending balance, shares at Jun. 30, 2021			2,156,250
Beginning balance, value at Mar. 31, 2021			$ 216	24,784	(16,678)	8,322
Beginning balance, shares at Mar. 31, 2021			2,156,250
Net loss					(60)	(60)
Ending balance, value at Jun. 30, 2021			$ 216	24,784	(16,738)	8,262
Ending balance, shares at Jun. 30, 2021			2,156,250
Beginning balance, value at Dec. 31, 2021			$ 216	24,784	(16,778)	8,222
Beginning balance, shares at Dec. 31, 2021			2,156,250
Sale of Units in Initial Public Offering, net of offering costs		$ 863		84,677,946		84,678,809
Sale of Units in Initial Public Offering, net of offering costs, shares		8,625,000
Class A Common Stock subject to possible redemption		$ (863)		(87,542,887)		(87,543,750)
Class A Common Stock subject to possible redemption, shares		(8,625,000)
Sale of Private Placement Units		$ 38		3,773,272		3,773,310
Sale of Private Placement Units, shares		377,331
Representative shares		$ 4		(4)
Representative shares, shares		43,125
Deferred underwriting commission				(2,803,125)		(2,803,125)
Re-classification				1,870,014	(1,870,014)
Net loss					(160,858)	(160,858)
Ending balance, value at Mar. 31, 2022		$ 42	$ 216		(2,047,650)	(2,047,392)
Ending balance, shares at Mar. 31, 2022		420,456	2,156,250
Beginning balance, value at Dec. 31, 2021			$ 216	24,784	(16,778)	8,222
Beginning balance, shares at Dec. 31, 2021			2,156,250
Net loss						(314,488)
Ending balance, value at Jun. 30, 2022		$ 42	$ 216		(2,201,280)	(2,201,022)
Ending balance, shares at Jun. 30, 2022		420,456	2,156,250
Beginning balance, value at Mar. 31, 2022		$ 42	$ 216		(2,047,650)	(2,047,392)
Beginning balance, shares at Mar. 31, 2022		420,456	2,156,250
Net loss					(153,630)	(153,630)
Ending balance, value at Jun. 30, 2022		$ 42	$ 216		$ (2,201,280)	$ (2,201,022)
Ending balance, shares at Jun. 30, 2022		420,456	2,156,250
[1]On November 19, 2021, the Company cancelled 718,750 2,156,250 281,250

Statements of Changes in Stoc_2

Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - Common Class B [Member]	Nov. 19, 2021 shares
Common stock cancelled	718,750
Common stock, shares issued	2,156,250
Forfeiture of shares	281,250

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	4 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (16,738)	$ (314,488)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on investments held in Trust Account		(110,316)
Changes in operating assets and liabilities:
Prepaid expenses		(275,574)
Accounts payable		5,000
Accrued expenses	1,608	12,807
Accrued expenses - related party		30,000
Franchise tax payable		100,000
Net cash used in operating activities	(15,130)	(552,571)
Cash Flows from Investing Activities:
Cash deposited into Trust Account		(87,543,750)
Net cash used in investing activities		(87,543,750)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party		9,606
Repayment of promissory note - related party		(183,753)
Proceeds from initial public offering, net of underwriting discount and offering costs paid		84,851,528
Proceeds from sale of private placement units		3,773,310
Proceeds from issuance of Class B common stock to Sponsor	25,000
Net cash provided by financing activities	25,000	88,450,691
Net Change in Cash	9,870	354,370
Cash - Beginning of period		9,650
Cash - End of period	9,870	364,020
Supplemental disclosures of non-cash investing and financing activities:
Deferred underwriting fee payable		2,803,125
Initial Classification of Class A common stock subject to redemption		87,543,750
Deferred offering costs included in accrued offering costs	12,547
Deferred offering costs paid by promissory note - related party	$ 77,750

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Genesis Unicorn Capital Corp. (the “Company”) is a blank check company incorporated in the state of Delaware on February 23, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the biotechnology and pharmaceutical industries. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. 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. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Genesis Unicorn Capital, LLC (the “Sponsor”), a Delaware limited liability company. The registration statement for the Company’s Initial Public Offering was declared effective on February 14, 2022. On February 17, 2022, the Company consummated its Initial Public Offering of 8,625,000 1,125,000 10.00 86,250,000 4,374,315 1,078,125 2,803,125 493,065 Simultaneously with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 377,331 10.00 3,773,310 Following the closing of the Initial Public Offering and Private Placement on February 17, 2022, an amount of $ 87,543,750 10.15 The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 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 (the “Amended and Restated Certificate of Incorporation”) provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.15 Distinguishing Liabilities from Equity If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B common stock, the common stock included in the Private Placement Units (the “Private Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B common stock) and Private Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Class B common stock and Private Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until 12 months (or up to 18 months if the Company extends the period of time to consummate a Business Combination) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law 10.00 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor 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 amounts in the Trust Account to below $ 10.00 GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 Going Concern and Management’s Plan The Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders). While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. 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. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited 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. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 14, 2022. The interim results for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 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. The Company has elected to implement the aforementioned exemptions. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. The Company had operating cash (i.e. cash held outside the Trust Account) of $ 364,020 9,650 Investments Held in Trust Account As of June 30, 2022 and December 31, 2021, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $ 87,654,066 0 GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 8,625,000 5,000,001 8,625,000 Under ASC 480, the Company has elected to recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($ 10.15 Offering Costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 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’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021 and no amounts accrued for interest and penalties. 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. See Note 9 for additional information on income taxes for the periods presented. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net loss per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income and losses shared pro rata between Class A and Class B common stock. As a result, the calculated net loss per share is the same for Class A and Class B common stock. The Company has not considered the effect of the Public Warrants (as defined in Note 3) and Private Placement Warrants (as defined in Note 4) to purchase an aggregate of 9,002,331 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Three Months Ended Three Months Ended Six Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (122,904 ) $ (30,726 ) $ — $ (60 ) $ (236,732 ) $ (77,756 ) — (16,738 ) Denominator: Basic and diluted weighted average shares outstanding 8,625,000 2,156,250 — 1,875,000 6,337,707 2,081,665 — 1,875,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ — $ (0.00 ) $ (0.04 ) $ (0.04 ) $ — $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value 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. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 See Note 8 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2022
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on February 14, 2022. On February 17, 2022, the Company consummated the Initial Public Offering of 8,625,000 1,125,000 86,250,000 one 11.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
	Jun. 30, 2022
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 377,331 10.00 3,773,310

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 15, 2021, the Sponsor purchased 2,875,00 25,000 0.012 20,000 2,500 10,000 17,500 30,000 25,000 15,000 5,500 30,000 718,750 2,156,250 281,250 281,250 The initial stockholder has agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to 50% of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.50 GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 Promissory Note - Related Party On February 23, 2021, the Sponsor issued an unsecured promissory note (the “Promissory Note”) to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 174,147 183,753 February 25, 2022 Administrative Support Agreement The Company entered into an agreement with the Sponsor, commencing on the effective date of the Initial Public Offering, pursuant to which the Sponsor has agreed to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $ 10,000 30,000 45,000 30,000 0 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 If the Company anticipates that it may not be able to consummate the Initial Business Combination within 12 months, the Company may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two (2) times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Amended and Restated Certificate of Incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the Initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five (5) business days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,725,000 with the underwriters’ over-allotment option exercised in full ($0.20 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $3,450,000 with the underwriters’ over-allotment option exercised in full ($0.40 per unit) (the “Extension Loans”). Any such payments would be made in the form of non-interest bearing loans. 10.00 GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022

COMMITMENTS

COMMITMENTS	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration and Shareholder Rights Agreement The holders of the Founder Shares, as well as the holders of the Private Placement Units (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement signed the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of a majority of these securities can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering. Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional 1,125,000 10.00 11,250,000 The underwriters were paid a cash underwriting discount of $ 0.20 1,078,125 0.35 2,803,125

STOCKHOLDERS_ (DEFICIT) EQUITY

STOCKHOLDERS’ (DEFICIT) EQUITY	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ (DEFICIT) EQUITY	NOTE 7. STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock 1,250,000 0.0001 Class A common stock — 125,000,000 0.0001 Holders of Class A common stock are entitled to one vote for each share. 420,456 8,625,000 no Class B common stock — 12,500,000 0.0001 Holders of Class B common stock are entitled to one vote for each share. 2,156,250 GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 On March 15, 2021, the Sponsor purchased 2,875,00 25,000 0.012 718,750 Warrants — 8,625,000 377,331 no The Company may call the warrants for redemption, in whole and not in part, at a price of $ 0.01 ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the common stock equals or exceeds $ 18 ● if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis.” The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The Company did not have any financial assets or liabilities measured at fair value as of December 31, 2021. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities $ 87,654,066 $ 87,654,066 $ — $ —

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9. INCOME TAXES The Company’s effective tax rate for the three and six months ended June 30, 2022, for the three months ended June 30, 2021, and for the period from February 23, 2021 (inception) through June 30, 2021 was 0.0 21

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited 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. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 14, 2022. The interim results for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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. The Company has elected to implement the aforementioned exemptions. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. The Company had operating cash (i.e. cash held outside the Trust Account) of $ 364,020 9,650
Investments Held in Trust Account	Investments Held in Trust Account As of June 30, 2022 and December 31, 2021, the assets held in the Trust Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are reported in the statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $ 87,654,066 0 GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 8,625,000 5,000,001 8,625,000 Under ASC 480, the Company has elected to recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($ 10.15
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 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’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021 and no amounts accrued for interest and penalties. 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. See Note 9 for additional information on income taxes for the periods presented. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net loss per share as the redemption value approximates fair value. Therefore, the earnings per share calculation allocates income and losses shared pro rata between Class A and Class B common stock. As a result, the calculated net loss per share is the same for Class A and Class B common stock. The Company has not considered the effect of the Public Warrants (as defined in Note 3) and Private Placement Warrants (as defined in Note 4) to purchase an aggregate of 9,002,331 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Three Months Ended Three Months Ended Six Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (122,904 ) $ (30,726 ) $ — $ (60 ) $ (236,732 ) $ (77,756 ) — (16,738 ) Denominator: Basic and diluted weighted average shares outstanding 8,625,000 2,156,250 — 1,875,000 6,337,707 2,081,665 — 1,875,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ — $ (0.00 ) $ (0.04 ) $ (0.04 ) $ — $ (0.01 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value 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. GENESIS UNICORN CAPITAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 See Note 8 for additional information on assets and liabilities measured at fair value.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED	The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Three Months Ended Three Months Ended Six Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (122,904 ) $ (30,726 ) $ — $ (60 ) $ (236,732 ) $ (77,756 ) — (16,738 ) Denominator: Basic and diluted weighted average shares outstanding 8,625,000 2,156,250 — 1,875,000 6,337,707 2,081,665 — 1,875,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ — $ (0.00 ) $ (0.04 ) $ (0.04 ) $ — $ (0.01 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
SCHEDULE OF FAIR VALUE MEASUREMENT	The Company did not have any financial assets or liabilities measured at fair value as of December 31, 2021. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2022 Assets Investments held in Trust Account: U.S. Treasury Securities $ 87,654,066 $ 87,654,066 $ — $ —

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)		4 Months Ended	6 Months Ended
	Feb. 17, 2022	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering			$ 84,851,528
Incurred offering costs				$ 172,719
Proceeds from issuance of private placement			$ 3,773,310
Business combination share price and pro rata interest			$ 10.15
Business combination, description			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 no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law
Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Business combination, net of tangible assets			$ 5,000,001
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock issuance	8,625,000
Share price	$ 10		$ 10
Proceeds from issuance initial public offering	$ 86,250,000
Incurred offering costs	4,374,315
Underwriting commission offering costs	1,078,125
Deferred underwriting commission offering costs	2,803,125
Other incurred offering costs	$ 493,065
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock issuance	1,125,000
Share price			$ 10
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock issuance	377,331
Share price	$ 10.15
Proceeds from issuance initial public offering	$ 87,543,750
Sale of stock price per share	$ 10
Proceeds from issuance of private placement	$ 3,773,310

SCHEDULE OF EARNINGS PER SHARE

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Common Class A [Member]
Basic and diluted net loss per share:
Net loss	$ (122,904)			$ (236,732)
Basic and diluted weighted average shares outstanding	8,625,000			6,337,707
Basic and diluted net loss per share	$ (0.01)			$ (0.04)
Common Class B [Member]
Basic and diluted net loss per share:
Net loss	$ (30,726)	$ (60)	$ (16,738)	$ (77,756)
Basic and diluted weighted average shares outstanding	2,156,250	1,875,000	1,875,000	2,081,665
Basic and diluted net loss per share	$ (0.01)	$ 0	$ (0.01)	$ (0.04)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		6 Months Ended
	Feb. 17, 2022	Jun. 30, 2022	Dec. 31, 2021
Cash		$ 364,020	$ 9,650
Investment held in trust account		$ 87,654,066
Sale of stock		8,625,000
Federal deposit insurance corporation premium expense		$ 250,000
Private Placement [Member]
Sale of stock	377,331
Warrants to purchase		9,002,331
Common Class A [Member]
Mandatory redemption, maximum amount		$ 5,000,001
Common stock redemption		8,625,000	0
Temporary equity, redemption price per share		$ 10.15	$ 10.15

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		4 Months Ended	6 Months Ended
	Feb. 17, 2022	Jun. 30, 2021	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Gross proceeds			$ 84,851,528
Warrants exercise price per share			$ 18
Public Warrant [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants purchase of common stock shares	1
Warrants exercise price per share	$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued during period	8,625,000
Gross proceeds	$ 86,250,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued during period	1,125,000

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)		6 Months Ended
	Feb. 17, 2022	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Sale of units during period		8,625,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units during period	377,331
Sale of stock price per share	$ 10
Gross proceeds from sale of stock	$ 3,773,310

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	Feb. 17, 2022	Nov. 19, 2021	Oct. 27, 2021	Mar. 15, 2021	Feb. 28, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Feb. 23, 2021
Related Party Transaction [Line Items]
Stock Issued During Period, Value, New Issues							$ 84,678,809
Repayment of promissory note related party									$ 183,753
Accrued expense related party						$ 30,000			$ 30,000
Sponsor [Member]
Related Party Transaction [Line Items]
Debt conversion price per share						$ 10			$ 10
Administrative Service Agreement [Member]
Related Party Transaction [Line Items]
Sponsor for services								10,000
Admistration support expense						$ 30,000			$ 45,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount											$ 300,000
Short-term debt										$ 174,147
IPO [Member]
Related Party Transaction [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares	8,625,000
Shares issued, price	$ 10					$ 10			$ 10
Shares not subject to forfeiture					281,250
IPO [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Repayment of promissory note related party	$ 183,753
Debt maturity date	Feb. 25, 2022
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares	1,125,000
Shares issued, price						10			$ 10
Agreement term, description									Pursuant to the terms of the Amended and Restated Certificate of Incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the Initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five (5) business days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,725,000 with the underwriters’ over-allotment option exercised in full ($0.20 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $3,450,000 with the underwriters’ over-allotment option exercised in full ($0.40 per unit) (the “Extension Loans”). Any such payments would be made in the form of non-interest bearing loans.
Maximum [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, value, conversion of units								$ 1,500,000
Common Class B [Member]
Related Party Transaction [Line Items]
Share-based payment arrangement, forfeited		281,250
Sponsor [Member]
Related Party Transaction [Line Items]
Shares issued, price						$ 12.50			$ 12.50
Common stock shares canceled during the period		718,750
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares				2,875					2,156,250
Stock Issued During Period, Value, New Issues				$ 25,000
Shares issued, price				$ 0.012
Sponsor [Member] | Common Class B [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Share-based payment arrangement, forfeited									281,250
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares			10,000	20,000
Chief Scientific Officer [Member]
Related Party Transaction [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares			17,500	2,500
Independent Director Two [Member]
Related Party Transaction [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares			30,000
Independent Directors One [Member]
Related Party Transaction [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares			25,000
Strategic and Scientific Advisor [Member]
Related Party Transaction [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares			15,000
Scientific Advisor [Member]
Related Party Transaction [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares			5,500
Chief Operating Officer [Member]
Related Party Transaction [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares			30,000

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)		3 Months Ended	6 Months Ended
	Feb. 17, 2022	Mar. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Stock issued during period value		$ 84,678,809
Deferred underwriting fee payable			$ 2,803,125
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares	1,125,000
Offering price			$ 10
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares			1,125,000
Offering price			$ 10
Stock issued during period value			$ 11,250,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares	8,625,000
Offering price	$ 10		$ 10
Commission for underwriter	$ 1,078,125
IPO [Member] | Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Offering price			$ 0.20
Commission for underwriter			$ 1,078,125
Deferred Underwriting Commission [Member] | Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Offering price			$ 0.35
Deferred underwriting fee payable			$ 2,803,125

STOCKHOLDERS_ (DEFICIT) EQUITY

STOCKHOLDERS’ (DEFICIT) EQUITY (Details Narrative) - USD ($)				3 Months Ended	6 Months Ended
	Feb. 17, 2022	Nov. 19, 2021	Mar. 15, 2021	Mar. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized					1,250,000	1,250,000
Preferred stock, par value					$ 0.0001	$ 0.0001
Stock issued during period value				$ 84,678,809
Warrants exercise price per share					18
Warrant [Member]
Class of Stock [Line Items]
Warrants exercise price per share					0.01
IPO [Member]
Class of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares	8,625,000
Share price	$ 10				$ 10
Warrants outstanding					8,625,000	0
Private Placement [Member]
Class of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares	377,331
Share price	$ 10.15
Warrants outstanding					377,331	0
Sponsor [Member]
Class of Stock [Line Items]
Share price					$ 12.50
Common stock shares canceled during period		718,750
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized					125,000,000	125,000,000
Common stock, par value					$ 0.0001	$ 0.0001
Common stock, voting rights					Holders of Class A common stock are entitled to one vote for each share.
Common stock, shares, issued					420,456	0
Common stock, shares, outstanding					420,456	0
Common stock, possible redemption					8,625,000	0
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized					12,500,000	12,500,000
Common stock, par value					$ 0.0001	$ 0.0001
Common stock, voting rights					Holders of Class B common stock are entitled to one vote for each share.
Common stock, shares, issued		2,156,250			2,156,250	2,156,250
Common stock, shares, outstanding					2,156,250	2,156,250
Common Class B [Member] | Sponsor [Member]
Class of Stock [Line Items]
Sale of Units in Initial Public Offering, net of offering costs, shares			2,875		2,156,250
Stock issued during period value			$ 25,000
Share price			$ 0.012

SCHEDULE OF FAIR VALUE MEASUREM

SCHEDULE OF FAIR VALUE MEASUREMENT (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Investments held in Trust Account:
U.S. Treasury Securities	$ 87,654,066
Fair Value, Inputs, Level 1 [Member]
Investments held in Trust Account:
U.S. Treasury Securities	87,654,066
Fair Value, Inputs, Level 2 [Member]
Investments held in Trust Account:
U.S. Treasury Securities
Fair Value, Inputs, Level 3 [Member]
Investments held in Trust Account:
U.S. Treasury Securities

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	0%	0%	0%	0%
Statutory income tax rate				21%