Mountain Crest Acquisition Corp IV (MCAF) 10-K 30 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	10 Months Ended
	Dec. 31, 2021	Mar. 30, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Entity File Number	001-40418
Entity Registrant Name	MOUNTAIN CREST ACQUISITION CORP. IV
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2435859
Entity Address, Address Line One	311 West 43rd Street
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	646
Local Phone Number	493-6558
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 58,686,300
Entity Common Stock, Shares Outstanding		7,557,500
Entity Central Index Key	0001853774
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Transition Report	false
Auditor Name	UHY LLP
Auditor Firm ID	1195
Auditor Location	New York, New York
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of common stock and one right to acquire 1/10 of one share of Common Stock
Trading Symbol	MCAFU
Security Exchange Name	NASDAQ
Rights
Document Information [Line Items]
Title of 12(b) Security	Rights included as part of the units
Trading Symbol	MCAFR
Security Exchange Name	NASDAQ
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	MCAF
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Dec. 31, 2021USD ($)
Current Assets
Cash	$ 370,278
Prepaid expenses	47,341
Marketable securities held in the Trust Account	57,501,914
TOTAL ASSETS	57,919,533
Current Liabilities
Accounts payable and accrued expenses	101,888
Deferred underwriting fee payable	2,012,500
Total Liabilities	2,114,388
Commitments and Contingencies
Common stock subject to possible redemption, 5,750,000 shares at $10.00 per share as of December 31, 2021	57,500,000
Stockholders' Deficit
Common stock, $0.0001 par value; 30,000,000 shares authorized; 1,807,500 shares issued and outstanding as of December 31, 2021 (excluding 5,750,000 shares subject to possible redemption)	181
Accumulated deficit	(1,695,036)
Total Stockholders' Deficit	(1,694,855)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 57,919,533

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical)	Dec. 31, 2021$ / sharesshares
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	30,000,000
Common shares, shares issued	1,807,500
Common shares, shares outstanding	1,807,500
Common stock, shares subject to possible redemption	5,750,000
Common stock subject to redemption
Common stock, shares subject to possible redemption	5,750,000
Common stock, redemption value per share | $ / shares	$ 10

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
EXPENSES
Operating and formation costs	$ 292,345
Loss from operations	(292,345)
Other income:
Interest earned on marketable securities held in Trust Account	1,914
Total other income	1,914
Net loss	$ (290,431)
Common stock subject to redemption
Other income:
Weighted average shares outstanding, basic | shares	3,432,566
Weighted average shares outstanding, diluted | shares	3,432,566
Basic net income (loss) per common share | $ / shares	$ 0.79
Diluted net income (loss) per common share | $ / shares	$ 0.79
Common stock, non-redeemable
Other income:
Weighted average shares outstanding, basic | shares	1,581,102
Weighted average shares outstanding, diluted | shares	1,581,102
Basic net income (loss) per common share | $ / shares	$ (1.90)
Diluted net income (loss) per common share | $ / shares	$ (1.90)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT - 10 months ended Dec. 31, 2021 - USD ($)	Common StockSponsor	Common Stock	Additional Paid-in CapitalSponsor	Additional Paid-in Capital	Accumulated DeficitSponsor	Accumulated Deficit	Sponsor	Private Placement	Total
Balance at the beginning at Mar. 01, 2021		$ 0		$ 0		$ 0			$ 0
Balance at the beginning (in shares) at Mar. 01, 2021		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	$ 144	$ 16	$ 24,856	1,244,384	$ 0	0	$ 25,000		1,244,400
Issuance of common stock (in shares)	1,437,500	160,000
Proceeds allocated to sale of 5,750,000 Public rights									(4,887,500)
Sale of 210,000 Private Units		$ 21		2,099,979		0			2,100,000
Sale of 210,000 Private Units (in shares)		210,000						210,000
Measurement of redeemable shares		$ 0		4,887,500		0			4,887,500
Allocation of offering costs related to redeemable shares		0		4,368,049		0			4,368,049
Offering costs		0		(4,773,824)		0			(4,773,824)
Accretion of common shares to redemption amount		0		(7,850,944)		(1,404,605)			(9,255,549)
Net loss		0		0		(290,431)			(290,431)
Balance at the end at Dec. 31, 2021		$ 181		$ 0		$ (1,695,036)			$ (1,694,855)
Balance at the end (in shares) at Dec. 31, 2021		1,807,500

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT (Parenthetical) - shares	Jul. 06, 2021	Dec. 31, 2021
Private Placement
Sale of Units, net of underwriting discounts (in shares)	15,000	210,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	10 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (290,431)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,914)
Changes in operating assets and liabilities:
Prepaid expenses	(27,341)
Accounts payable and accrued expenses	101,888
Net cash used in operating activities	(217,798)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(57,500,000)
Net cash used in investing activities	(57,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units,	57,500,000
Proceeds from sale of Private Units	2,100,000
Proceeds from issuance of common stock to Sponsor	25,000
Payment of underwriter compensation	(1,150,000)
Repayment of promissory note - related party	(386,924)
Net cash provided by financing activities	58,088,076
Net Change in Cash	370,278
Cash - end of period	370,278
Non-Cash investing and financing activities:
Issuance of Representative Shares	1,244,400
Offering costs paid through promissory note	366,924
Prepaid expenses paid through promissory note	20,000
Initial Measurement of Class A common stock subject to possible redemption	48,244,451
Accretion to Class A common stock subject to possible redemption	9,255,549
Deferred underwriting fee payable	$ 2,012,500

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	10 Months Ended
	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mountain Crest Acquisition Corp. IV (the “Company”) was incorporated in Delaware on March 2, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (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 through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on June 29, 2021. On July 2, 2021, the Company consummated the Initial Public Offering of 5,000,000 units (the “Units”) and, with respect to the shares of common stock included in the Units sold, the Public Shares at $10.00 per Unit, generating gross proceeds of $50,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 195,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Mountain Crest Holdings IV LLC (the “Sponsor”) and Network 1 Securities, Inc. generating gross proceeds of $1,950,000, which is described in Note 5. Following the closing of the Initial Public Offering on July 2, 2021, an amount of $50,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account as described below. On July 6, 2021, the underwriters fully exercised their over- allotment option, resulting in an additional 750,000 Units issued for an aggregate amount of $7,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 15,000 Private Placement Units at $10.00 per Private Placement Units, generating total proceeds of $150,000. A total of $7,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $57,500,000. Transaction costs amounted to $4,773,824 consisting of $1,150,000 of underwriting fees, $2,012,500 of deferred underwriting fees and $1,611,324 of other offering costs (which includes $1,244,400 of Representative Shares. See Note 8). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and net of amounts previously released to the Company to pay its tax obligations) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. 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. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commission the Company will pay to the underwriters (as discussed in Note 7). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its 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, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to (a) vote its Founder Shares (as defined in Note 6), Private Shares (as defined in Note 5) and any Public Shares held by it in favor of a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to (i) waive its redemption rights with respect to Founder Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period (defined below). The Company has until July 2, 2022 (or until January 2, 2023 if the Company has executed a definitive agreement for a Business Combination by July 2, 2022 but has not completed the Business Combination within such 12-month period) to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by July 2, 2022, and the Company has not entered into a definitive agreement for a Business Combination by such date, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. 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 to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a 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 the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of December 31, 2021, the Company had $370,278 of cash held outside its Trust Account for use as working capital (the “Working Capital”). The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 (see Note 6) for the founder shares and the loan under an unsecured promissory note from the Sponsor of $386,924 (see Note 6). The promissory note from the Sponsor was paid in full on July 2, 2021. 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, provide the Company working capital loans, as defined below (see Note 6). To date, there were no amounts outstanding under any working capital loans. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by July 2, 2022, then the Company may cease all operations except for the purpose of liquidating. The liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 2, 2022. ​

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	10 Months Ended
	Dec. 31, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS As a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on the Company’s financial statements. The Company had previously classified a portion of its Public Subunits (and the underlying common shares) in permanent equity. Subsequent to the re-evaluation, the Company’s management concluded that all of its public common shares should be classified as temporary equity. The identified errors impacted the Company’s Form 8-K filing on July 9, 2021 containing the IPO balance sheet as of July 2, 2021 (the “Closing Form 8-K”). In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined to restate all 5,000,000 public common shares as temporary equity. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table. ​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Balance Sheet as of July 2, 2021 IPO (audited) Reported Adjustment As Restated Common stock subject to possible redemption ​ $ 43,857,070 ​ $ 6,142,930 ​ $ 50,000,000 Common stock ​ $ 241 ​ $ (60) ​ $ 181 Additional paid-in capital ​ $ 5,000,765 ​ $ (5,000,765) ​ $ — Accumulated deficit ​ $ (1,000) ​ $ (1,142,104) ​ $ (1,143,104) Total Stockholders’ Equity (Deficit) ​ $ 5,000,006 ​ $ (6,142,930) ​ $ (1,142,924) ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	10 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 the financial statements in conformity with U.S. 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. 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 December 31, 2021. Investments Held in Trust Account The Company's portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. treasury securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”), Topic 480 “Distinguishing Liabilities from Equity.” Shares of Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stocks resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the common stock reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 57,500,000 Less: ​ Allocation of offering costs related to redeemable shares ​ (4,368,049) Proceeds allocated to Public Rights ​ ​ (4,887,500) Plus: ​ Accretion of carrying value to redemption value ​ 9,255,549 Common stock subject to possible redemption ​ $ 57,500,000 ​ Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 the common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $4,773,824 consisting of $1,150,000 of underwriting fees, $2,012,500 of deferred underwriting fees and $1,611,324 of other offering costs. These were charged to stockholders’ deficit upon the completion of the Initial Public Offering. $4,368,049 was allocated to Public Shares and charged to temporary equity, and $405,775 was allocated to public rights and charged to stockholders' deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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. The tax provision for the period from March 2, 2021 (commencement of operations) through December 31, 2021 was deemed to be de minimis. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statement of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, 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 redeemable shares 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 68% for the redeemable Public Shares and 32% for the non-redeemable shares for the period from March 2, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. The earnings per share presented in the statement of operations is based on the following: ​ ​ ​ ​ ​ ​ For the period from ​ ​ March 2, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 Net loss ​ $ (290,431) Accretion of temporary equity to redemption value ​ (9,255,549) Net loss including accretion of temporary equity to redemption value ​ $ (9,545,980) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from March 2, 2021 ​ ​ (inception) through December 31, 2021 ​ Redeemable Non-redeemable Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ Allocation of net loss including accretion of temporary equity ​ $ (6,535,576) ​ $ (3,010,404) Accretion of temporary equity to redemption value ​ ​ 9,255,549 ​ ​ — Allocation of net income (loss) ​ $ 2,719,973 ​ $ (3,010,404) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ ​ 3,432,566 ​ 1,581,102 Basic and diluted net income (loss) per share ​ $ 0.79 ​ $ (1.90) ​ In connection with the underwriters’ full exercise of their over-allotment option on July 2, 2021, 187,500 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. ​ 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 of $250,000. The Company has not experienced losses on this account. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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	10 Months Ended
	Dec. 31, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,750,000 Units, inclusive of 750,000 Units sold to the underwriters on July 6, 2021 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one one-tenth

PRIVATE PLACEMENT

PRIVATE PLACEMENT	10 Months Ended
	Dec. 31, 2021
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 5. Simultaneously with the closing of the Initial Public Offering, the Sponsor and Network 1 Financial Securities, Inc. (and/or their designees) purchased an aggregate of 195,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $1,950,000, in a private placement. On July 6, 2021, the Sponsor also agreed to purchase an additional 15,000 Private Units, at a price of $10.00 per Private Unit, or $150,000 in the aggregate in connection with the underwriters’ full exercise of their over-allotment option. Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	10 Months Ended
	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On March 2, 2021, the Company issued 1,437,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The 1,437,500 Founder Shares included an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own 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 and excluding the Private Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on July 6, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of a Business Combination, or earlier in each case if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on July 2, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s Audit Committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses in connection with a Business Combination. For the period from March 2, 2021 (inception) through December 31, 2021, the Company incurred and paid $60,000 in fees for these services, of which such amount is included in operating and formation costs in the accompanying statement of operations. Promissory Notes — Related Parties On March 3, 2021 the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $500,000 to cover expenses related to the Initial Public Offering. The Promissory Note is non-interest bearing and payable on the completion of the Initial Public Offering. The note was paid in full on July 2, 2021. The Company can no longer borrow against this note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into Private Units at a price of $10.00 per unit. The Private Units would be identical to the Private Units. In the event that a Business Combination does not close, 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. As of December 31, 2021, no Working Capital Loans were outstanding. Related Party Extension Loans

COMMITMENTS

COMMITMENTS	10 Months Ended
	Dec. 31, 2021
COMMITMENTS
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights The holders of the Founder Shares, the Private Units, and any shares that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that 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. Notwithstanding the foregoing, Network 1 Securities, Inc. may not exercise its demand and “piggyback” registration rights after five ( 5 7 Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters are entitled to a deferred fee of $0.35 per Unit, $2,012,500. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Of the $0.35 per Unit, $0.30 will be paid in cash and $0.05 will be paid in an equivalent value of shares. Contingent Fees The Company has agreed to pay $50,000 to legal counsel upon closing of a business combination. In the event the Business Combination is not completed, no amounts would be due.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	10 Months Ended
	Dec. 31, 2021
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ DEFICIT Common Stock outstanding Rights one-tenth one-tenth The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. 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 Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Representative Shares The Company issued to Network 1 Financial Securities, Inc. and/or its designees 160,000 shares of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost related to the Initial Public Offering, resulting in a charge directly to stockholder’s equity. The Company estimates the fair value of Representative Shares to be $1,244,400 based upon the offering price of the Units of $7.78 per Unit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by Financial Industry Regulatory Authority ("FINRA") and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s National Association of Securities Dealers ("NASD”) Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. ​

INCOME TAX

INCOME TAX	10 Months Ended
	Dec. 31, 2021
INCOME TAX
INCOME TAXES	NOTE 9. INCOME TAX The Company’s net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 Deferred tax asset ​ Net operating loss carryforward ​ $ 9,481 Startup/Organization expenses ​ 51,510 Total deferred tax asset ​ 60,991 Valuation allowance ​ (60,991) Deferred tax asset, net of allowance ​ $ — ​ The income tax provision consists of the following: ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ period from ​ ​ ​ March 2, ​ ​ ​ 2021 ​ ​ ​ (inception) ​ ​ ​ through ​ ​ ​ December 31, ​ ​ 2021 Federal ​ Current ​ $ — Deferred benefit ​ (60,991) ​ ​ ​ ​ State ​ Current ​ — Deferred ​ — Change in valuation allowance ​ 60,991 Income tax provision ​ $ — ​ As of December 31, 2021, the Company has $45,149 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of 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 net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of 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 from March 2, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $60,991. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: ​ ​ ​ ​ ​ ​ For the period ​ ​ from March 2, ​ ​ 2021 ​ ​ (inception) ​ ​ through ​ ​ December 31, ​ ​ 2021 ​ ​ ​ ​ Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (21.0) % Income tax provision 0.0 % ​ The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	10 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its securities in the Trust Account that are invested in funds, such as Mutual Funds or Money Market Funds, that primarily invest in U.S. Treasury and equivalent securities as Trading Securities in accordance with ASC Topic 320 “Investments - Debt and Equity Securities. Trading Securities are recorded at fair market value on the accompanying balance sheet. At December 31, 2021, assets held in the Trust Account were comprised of $57,501,914 in a mutual fund that is invested primarily in U.S. Treasury Securities. Through December 31, 2021, the Company did not withdraw any of the interest earned on the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trading Securities Level Fair Value December 31, 2021 Marketable securities held in Trust Account - Mutual Fund 1 ​ $ 57,501,914 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	10 Months Ended
	Dec. 31, 2021
SUBSEQUENT EVENTS
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, other than as described below, 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)	10 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 the financial statements in conformity with U.S. 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. 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 December 31, 2021.
Investments Held in Trust Account	Investments Held in Trust Account The Company's portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. treasury securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
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 FASB Accounting Standards Codification (“ASC”), Topic 480 “Distinguishing Liabilities from Equity.” Shares of Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stocks resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2021, the common stock reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 57,500,000 Less: ​ Allocation of offering costs related to redeemable shares ​ (4,368,049) Proceeds allocated to Public Rights ​ ​ (4,887,500) Plus: ​ Accretion of carrying value to redemption value ​ 9,255,549 Common stock subject to possible redemption ​ $ 57,500,000 ​
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 the common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $4,773,824 consisting of $1,150,000 of underwriting fees, $2,012,500 of deferred underwriting fees and $1,611,324 of other offering costs. These were charged to stockholders’ deficit upon the completion of the Initial Public Offering. $4,368,049 was allocated to Public Shares and charged to temporary equity, and $405,775 was allocated to public rights and charged to stockholders' deficit.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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. The tax provision for the period from March 2, 2021 (commencement of operations) through December 31, 2021 was deemed to be de minimis.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statement of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, 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 redeemable shares 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 68% for the redeemable Public Shares and 32% for the non-redeemable shares for the period from March 2, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. The earnings per share presented in the statement of operations is based on the following: ​ ​ ​ ​ ​ ​ For the period from ​ ​ March 2, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 Net loss ​ $ (290,431) Accretion of temporary equity to redemption value ​ (9,255,549) Net loss including accretion of temporary equity to redemption value ​ $ (9,545,980) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from March 2, 2021 ​ ​ (inception) through December 31, 2021 ​ Redeemable Non-redeemable Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ Allocation of net loss including accretion of temporary equity ​ $ (6,535,576) ​ $ (3,010,404) Accretion of temporary equity to redemption value ​ ​ 9,255,549 ​ ​ — Allocation of net income (loss) ​ $ 2,719,973 ​ $ (3,010,404) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ ​ 3,432,566 ​ 1,581,102 Basic and diluted net income (loss) per share ​ $ 0.79 ​ $ (1.90) ​ In connection with the underwriters’ full exercise of their over-allotment option on July 2, 2021, 187,500 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. ​
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 of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	10 Months Ended
	Dec. 31, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Schedule of impact of the revision on the Company's financial statements	​ ​ ​ As Previously ​ ​ ​ ​ ​ ​ Balance Sheet as of July 2, 2021 IPO (audited) Reported Adjustment As Restated Common stock subject to possible redemption ​ $ 43,857,070 ​ $ 6,142,930 ​ $ 50,000,000 Common stock ​ $ 241 ​ $ (60) ​ $ 181 Additional paid-in capital ​ $ 5,000,765 ​ $ (5,000,765) ​ $ — Accumulated deficit ​ $ (1,000) ​ $ (1,142,104) ​ $ (1,143,104) Total Stockholders’ Equity (Deficit) ​ $ 5,000,006 ​ $ (6,142,930) ​ $ (1,142,924)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	10 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of common stock subject to possible redemption	At December 31, 2021, the common stock reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 57,500,000 Less: ​ Allocation of offering costs related to redeemable shares ​ (4,368,049) Proceeds allocated to Public Rights ​ ​ (4,887,500) Plus: ​ Accretion of carrying value to redemption value ​ 9,255,549 Common stock subject to possible redemption ​ $ 57,500,000
Reconciliation of Net (Income) Loss per Common Share	​ ​ ​ ​ ​ ​ For the period from ​ ​ March 2, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 Net loss ​ $ (290,431) Accretion of temporary equity to redemption value ​ (9,255,549) Net loss including accretion of temporary equity to redemption value ​ $ (9,545,980) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from March 2, 2021 ​ ​ (inception) through December 31, 2021 ​ Redeemable Non-redeemable Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ Allocation of net loss including accretion of temporary equity ​ $ (6,535,576) ​ $ (3,010,404) Accretion of temporary equity to redemption value ​ ​ 9,255,549 ​ ​ — Allocation of net income (loss) ​ $ 2,719,973 ​ $ (3,010,404) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ ​ 3,432,566 ​ 1,581,102 Basic and diluted net income (loss) per share ​ $ 0.79 ​ $ (1.90) ​

INCOME TAXES (Tables)

INCOME TAXES (Tables)	10 Months Ended
	Dec. 31, 2021
INCOME TAX
Schedule of company's net deferred tax assets	​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 Deferred tax asset ​ Net operating loss carryforward ​ $ 9,481 Startup/Organization expenses ​ 51,510 Total deferred tax asset ​ 60,991 Valuation allowance ​ (60,991) Deferred tax asset, net of allowance ​ $ —
Schedule of income tax provision (benefit)	​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ period from ​ ​ ​ March 2, ​ ​ ​ 2021 ​ ​ ​ (inception) ​ ​ ​ through ​ ​ ​ December 31, ​ ​ 2021 Federal ​ Current ​ $ — Deferred benefit ​ (60,991) ​ ​ ​ ​ State ​ Current ​ — Deferred ​ — Change in valuation allowance ​ 60,991 Income tax provision ​ $ —
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate	​ ​ ​ ​ ​ ​ For the period ​ ​ from March 2, ​ ​ 2021 ​ ​ (inception) ​ ​ through ​ ​ December 31, ​ ​ 2021 ​ ​ ​ ​ Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (21.0) % Income tax provision 0.0 %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	10 Months Ended
	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Schedule of company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trading Securities Level Fair Value December 31, 2021 Marketable securities held in Trust Account - Mutual Fund 1 ​ $ 57,501,914

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Jul. 06, 2021USD ($)$ / sharesshares	Jul. 02, 2021USD ($)$ / sharesshares	Mar. 02, 2021item	Dec. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares		$ 7.78		$ 10
Proceeds from sale of Private Units				$ 2,100,000
Transaction costs		$ 4,773,824
Underwriting fees		1,150,000
Deferred underwriting fee payable		2,012,500		2,012,500
Other offering costs		1,611,324
Representative shares		$ 1,244,400
Proceeds from issuance of common stock to Sponsor				25,000
Condition for future business combination number of businesses minimum | item			1
Securities Held In Trust Account				370,278
Payments for investment of cash in trust Account				57,500,000
Repayment of promissory note - related party				$ 386,924
Investment of cash into Trust Account, per unit | $ / shares				$ 0.10
Condition for future business combination use of proceeds percentage				80
Condition for future business combination threshold percentage ownership				50
Condition for future business combination threshold net tangible assets				$ 5,000,001
Redemption limit percentage without prior consent				20
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%
Months to complete acquisitions				18 months
Redemption period upon closure				10 days
Outstanding working capital loans				$ 0
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares		5,000,000
Purchase price, per unit | $ / shares		$ 10
Proceeds from issuance initial public offering		$ 50,000,000
Payments for investment of cash in trust Account		$ 50,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	15,000			210,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from sale of Private Units	$ 150,000
Investment Of Proceeds In Trust Account	7,500,000
Aggregate Proceeds Held In Trust Account	$ 57,500,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	750,000
Payments for investment of cash in trust Account	$ 7,500,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock to Sponsor				$ 25,000
Repayment of promissory note - related party				386,924
Sponsor | If Over-allotment Option Not Exercised
Subsidiary, Sale of Stock [Line Items]
Payments for investment of cash in trust Account				500,000
Maximum allowed dissolution expenses				1,000,000
Sponsor | If Over-allotment Option Fully Exercised
Subsidiary, Sale of Stock [Line Items]
Payments for investment of cash in trust Account				575,000
Maximum allowed dissolution expenses				$ 1,150,000
Sponsor | Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares		195,000
Purchase price, per unit | $ / shares		$ 10
Proceeds from sale of Private Units		$ 1,950,000
Sponsor | Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) | shares	15,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from sale of Private Units	$ 150,000

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	Dec. 31, 2021	Jul. 02, 2021	Mar. 01, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary equity, shares outstanding	5,750,000
Common stock subject to possible redemption	$ 57,500,000	$ 50,000,000
Common stock	181	181
Accumulated deficit	(1,695,036)	(1,143,104)
Total Stockholders' Equity (Deficit)	$ (1,694,855)	$ (1,142,924)	$ 0
Public Common Shares
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary equity, shares outstanding		5,000,000
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption		$ 43,857,070
Common stock		241
Additional paid-in capital		5,000,765
Accumulated deficit		(1,000)
Total Stockholders' Equity (Deficit)		5,000,006
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption		6,142,930
Common stock		(60)
Additional paid-in capital		(5,000,765)
Accumulated deficit		(1,142,104)
Total Stockholders' Equity (Deficit)		$ (6,142,930)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	10 Months Ended
	Dec. 31, 2021	Jul. 02, 2021
Deferred offering costs	$ 405,775
Offering costs	4,773,824
Underwriting fees	1,150,000
Deferred underwriting fees	2,012,500
Other offering costs	1,611,324
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	0
FDIC coverage	250,000
Initial Public Offering
Deferred offering costs	$ 4,368,049
Shares subject to forfeiture		187,500

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common Stock Subject to Possible Redemption (Details) - USD ($)	10 Months Ended
	Dec. 31, 2021	Jul. 02, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds	$ 57,500,000
Allocation of offering costs related to redeemable shares	(4,368,049)
Proceeds allocated to Public Rights	(4,887,500)
Accretion of carrying value to redemption value	9,255,549
Common stock subject to possible redemption	$ 57,500,000	$ 50,000,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income(loss) (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Net loss	$ (290,431)
Accretion of temporary equity to redemption value	(9,255,549)
Net loss including accretion of temporary equity to redemption value	$ (9,545,980)
Common stock subject to redemption
Conversion ratio	68
Accretion of temporary equity to redemption value	$ 9,255,549
Net loss including accretion of temporary equity to redemption value	$ (6,535,576)
Common stock, non-redeemable
Conversion ratio	32
Net loss including accretion of temporary equity to redemption value	$ (3,010,404)

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income (loss) per share (Details) - USD ($)	3 Months Ended	10 Months Ended
	Sep. 30, 2021	Dec. 31, 2021
Numerator:
Allocation of net loss including accretion of temporary equity		$ (9,545,980)
Accretion of temporary equity to redemption value		(9,255,549)
Common stock subject to redemption
Numerator:
Allocation of net loss including accretion of temporary equity		(6,535,576)
Accretion of temporary equity to redemption value		9,255,549
Allocation of net income (loss)		$ 2,719,973
Denominator:
Weighted average shares outstanding, basic		3,432,566
Weighted average shares outstanding, diluted	5,592,391	3,432,566
Basic net income (loss) per common share		$ 0.79
Diluted net income (loss) per common share	$ 0.38	$ 0.79
Common stock, non-redeemable
Numerator:
Allocation of net loss including accretion of temporary equity		$ (3,010,404)
Allocation of net income (loss)		$ (3,010,404)
Denominator:
Weighted average shares outstanding, basic		1,581,102
Weighted average shares outstanding, diluted	1,786,576	1,581,102
Basic net income (loss) per common share		$ (1.90)
Diluted net income (loss) per common share	$ (1.27)	$ (1.90)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Jul. 02, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit	$ 7.78	$ 10
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	5,750,000
Purchase price, per unit	$ 10
Number of shares in a unit	1
Number of public rights in a unit	0.1
Number of shares per public right	0.1

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Jul. 06, 2021	Jul. 02, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit		$ 7.78	$ 10
Proceeds from sale of Private Units			$ 2,100,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	750,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of units sold	15,000		210,000
Purchase price, per unit	$ 10
Proceeds from sale of Private Units	$ 150,000
Sponsor | Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	15,000
Purchase price, per unit	$ 10
Proceeds from sale of Private Units	$ 150,000
Sponsor | Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of units sold		195,000
Purchase price, per unit		$ 10
Proceeds from sale of Private Units		$ 1,950,000
Number of shares in a unit		1
Number of private rights in a unit		1
Number of shares per private right		0.1

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jul. 02, 2021shares	Mar. 02, 2021USD ($)shares	Dec. 31, 2021USD ($)D$ / shares	Jul. 06, 2021shares
Related Party Transaction [Line Items]
Number of shares issued	160,000
Aggregate purchase price | $			$ 1,244,400
Condition for future business combination use of proceeds percentage			80
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Number of shares issued		1,437,500
Aggregate purchase price | $		$ 25,000
Aggregate number of shares owned		1,437,500
Shares subject to forfeiture		187,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Maximum common stock shares subject to forfeiture				0
Restrictions on transfer period of time after business combination completion			6 months
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares			$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			20
Condition for future business combination use of proceeds percentage			50
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			6 months

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Jul. 06, 2021	Jul. 02, 2021	Sep. 30, 2021	Dec. 31, 2021	Mar. 03, 2021
Related Party Transaction [Line Items]
Purchase price, per unit		$ 7.78		$ 10
Outstanding working capital loans				$ 0
Months to complete acquisitions				18 months
Payments for investment of cash in trust Account				$ 57,500,000
Investment of cash into Trust Account, per unit				$ 0.10
Stock Issued During Period, Value, New Issues				$ 1,244,400
Sponsor | If Over-allotment Option Not Exercised
Related Party Transaction [Line Items]
Payments for investment of cash in trust Account				500,000
Maximum allowed dissolution expenses				1,000,000
Sponsor | If Over-allotment Option Fully Exercised
Related Party Transaction [Line Items]
Payments for investment of cash in trust Account				575,000
Maximum allowed dissolution expenses				1,150,000
Over-allotment option
Related Party Transaction [Line Items]
Payments for investment of cash in trust Account	$ 7,500,000
Over-allotment option | Sponsor
Related Party Transaction [Line Items]
Purchase price, per unit	$ 10
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 500,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Expenses incurred and paid			$ 60,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum amount of loan to be converted into units				1,500,000
Outstanding working capital loans				$ 0
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Purchase price, per unit				$ 10

COMMITMENTS (Details)

COMMITMENTS (Details)	10 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Period to exercise demand registration right	5 years
Period to exercise piggy bank registration right	7 years
Deferred fee per unit	$ 0.35
Deferred underwriting fee payable | $	$ 2,012,500
Deferred fees per unit paid in cash	$ 0.30
Deferred fees per unit paid in value of shares	$ 0.05
Legal fees | $	$ 50,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Threshold period for exercise of units by underwriters	45 days
Number of units issued excluding underwriters | shares	750,000
Deferred fee per unit	$ 0.35
Deferred underwriting fee payable | $	$ 2,012,500

STOCKHOLDERS' DEFICIT (Details)

STOCKHOLDERS' DEFICIT (Details)	Jul. 02, 2021USD ($)$ / sharesshares	Dec. 31, 2021Vote$ / sharesshares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		30,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001
Common shares, votes per share | Vote		1
Common shares, shares issued (in shares)		1,807,500
Common shares, shares outstanding (in shares)		1,807,500
Common stock, shares subject to possible redemption		5,750,000
Ratio to be applied to the stock in the conversion		0.10
Number of shares issued	160,000
Representative shares | $	$ 1,244,400
Purchase price, per unit | $ / shares	$ 7.78	$ 10

INCOME TAX- Net Deferred Tax As

INCOME TAX- Net Deferred Tax Assets (Details)	Dec. 31, 2021USD ($)
Deferred tax asset
Net operating loss carryforward	$ 9,481
Startup/Organization expenses	51,510
Total deferred tax assets	60,991
Valuation allowance	$ (60,991)

INCOME TAX - Income Tax Provisi

INCOME TAX - Income Tax Provision (Details)	10 Months Ended
	Dec. 31, 2021USD ($)
Federal
Deferred benefit	$ (60,991)
Change in valuation allowance	$ 60,991

INCOME TAX - Purchase considera

INCOME TAX - Purchase consideration (Details)	10 Months Ended
	Dec. 31, 2021
INCOME TAX
Statutory federal income tax rate	21.00%
State taxes, net of federal tax benefit	0.00%
Change in valuation allowance	(21.00%)
Income tax provision	0.00%

INCOME TAX - Additional informa

INCOME TAX - Additional information (Details)	Dec. 31, 2021USD ($)
INCOME TAX
Net operating loss carryovers	$ 45,149
Valuation allowance	$ 60,991

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - Mutual Fund	Dec. 31, 2021USD ($)
Assets:
Investments held in Trust Account	$ 57,501,914
Level 1 | Recurring
Assets:
Investments held in Trust Account	$ 57,501,914