WinVest Acquisition (WINVR) 10-Q 13 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 13, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-40796
Entity Registrant Name	WINVEST ACQUISITION CORP.
Entity Central Index Key	0001854463
Entity Tax Identification Number	86-2451181
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	125 Cambridgepark Drive
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02140
City Area Code	(617)
Local Phone Number	658-3094
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		14,375,000
Units, each consisting of one share of Common Stock, one redeemable Warrant, and one Right [Member]
Title of 12(b) Security	Units, each consisting of one share of Common Stock, one redeemable Warrant, and one right
Trading Symbol	WINVU
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001 per share [Member]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	WINV
Security Exchange Name	NASDAQ
Warrants to acquire one-half (1/2) of a share of Common Stock [Member]
Title of 12(b) Security	Warrants to acquire one-half (1/2) of a share of Common Stock
Trading Symbol	WINVW
Security Exchange Name	NASDAQ
Rights to acquire one-fifteenth (1/15) of one share of Common Stock [Member]
Title of 12(b) Security	Rights to acquire one-fifteenth (1/15) of one share of Common Stock
Trading Symbol	WINVR
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 307,609	$ 507,906
Prepaid expenses	438,125	393,500
Total current assets	745,734	901,406
Prepaid expenses, long-term portion	177,884	276,797
Cash held in Trust Account	116,164,312	116,152,616
Total assets	117,087,930	117,330,819
Current liabilities:
Accounts payable and accrued liabilities	61,969	94,760
Related party payables	30,000
Total current liabilities	91,969	94,760
Deferred underwriting commissions	4,025,000	4,025,000
Total liabilities	4,116,969	4,119,760
Commitments and Contingencies (Note 6)
Common stock subject to possible redemption, 11,500,000 shares at redemption value of $10.10 per share	116,150,000	116,150,000
Stockholders’ deficit:
Preferred stock, par value $0.0001, 1,000,000 shares authorized; 0 issued and outstanding
Common stock, par value $0.0001, 100,000,000 shares authorized; 2,875,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption)	288	288
Additional paid-in capital
Accumulated deficit	(3,179,327)	(2,939,229)
Total stockholders’ deficit	(3,179,039)	(2,938,941)
Total liabilities and stockholders’ deficit	$ 117,087,930	$ 117,330,819

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	11,500,000	11,500,000
Redemption price per share	$ 10.10	$ 10.10
Preferred stock no par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares, outstanding	2,875,000	2,875,000
Common stock, shares, issued	2,875,000	2,875,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Income Statement [Abstract]
Operating expenses	$ 337	$ 251,794
Loss from operations	(337)	(251,794)
Other income:
Interest income		11,696
Total other expense		11,696
Net loss	$ (337)	$ (240,098)
Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption		11,500,000
Basic and diluted net loss per share, redeemable shares subject to redemption		$ (0.02)
Weighted-average common shares outstanding, basic and diluted, non-redeemable shares	2,875,000	2,875,000
Basic and diluted net loss per share, non-redeemable shares	$ 0	$ (0.02)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Feb. 28, 2021
Beginning balance, shares at Feb. 28, 2021
Issuance of common stock to founders for cash	$ 288	24,712		25,000
Issuance of common stock to founders for cash, shares	2,875,000
Net loss			(337)	(337)
Ending balance, value at Mar. 31, 2021	$ 288	24,712	(337)	24,663
Ending balance, shares at Mar. 31, 2021	2,875,000
Beginning balance, value at Dec. 31, 2021	$ 288		(2,939,229)	(2,938,941)
Beginning balance, shares at Dec. 31, 2021	2,875,000
Net loss			(240,098)	(240,098)
Ending balance, value at Mar. 31, 2022	$ 288		$ (3,179,327)	$ (3,179,039)
Ending balance, shares at Mar. 31, 2022	2,875,000

Condensed Statements Of Cash Fl

Condensed Statements Of Cash Flows (Unaudited) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (337)	$ (240,098)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(11,696)
Formation costs paid by third-party	337
Changes in operating assets and liabilities:
Changes in prepaid expenses		54,288
Changes in accounts payable and accrued liabilities		(32,791)
Changes in related party payables		30,000
Net cash used in operating activities		(200,297)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from issuance of common stock to founders	25,000
Net cash provided by financing activities	25,000
NET CHANGE IN CASH	25,000	(200,297)
Cash - Beginning of period		507,906
Cash - End of period	$ 25,000	$ 307,609

NATURE OF THE BUSINESS

NATURE OF THE BUSINESS	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
NATURE OF THE BUSINESS	NOTE 1 – NATURE OF THE BUSINESS WinVest Acquisition Corp. (“WinVest,” or the “Company”) was incorporated in the State of Delaware on March 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (“initial business combination”) with one or more businesses or entities. The Company has selected December 31 as its fiscal year end. Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to WinVest Acquisition Corp. As of March 31, 2022, the Company had not commenced core operations. All activity for the period from March 1, 2021 (inception) through March 31, 2022 relates to the Company’s formation, raising funds through the initial public offering (“Initial Public Offering”) and its search for a target company, which is described below. The Company will not generate any operating revenues until after the completion of an initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on September 14, 2021. On September 17, 2021, the Company consummated its Initial Public Offering of 10,000,000 0.0001 11.50 10.00 100,000,000 Simultaneously with the consummation of the Initial Public Offering and the issuance and sale of the Units, the Company completed the private sale of 10,000,000 warrants (the “Private Placement Warrants”) at a price of $ 0.50 per Private Placement Warrant to its sponsor, WinVest SPAC LLC (the “Sponsor”), generating gross proceeds of $ 5,000,000 (such sale, the “Private Placement”). Each Private Placement Warrant entitles the holders to purchase one-half of one share of Common Stock at a price of $ 11.50 On September 23, 2021, the underwriters fully exercised the over-allotment option and purchased an additional 1,500,000 15,000,000 900,000 0.50 450,000 116,150,000 Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 No compensation of any kind (including finders’, consulting or other similar fees) will be paid to any of our existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after our initial business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after our initial business combination. Management intends to use the excess working capital available for miscellaneous expenses such as paying fees to consultants to assist us with our search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocket expenses incurred by our insiders, officers and directors in connection with activities on our behalf as described below. The allocation of the net proceeds available to us outside of the Trust Account, along with the interest earned on the funds held in the Trust Account available to us to pay our income and other tax liabilities, represents our best estimate of the intended uses of these funds. In the event that our assumptions prove to be inaccurate, we may reallocate some of such proceeds within the above-described categories. If our estimate of the costs of undertaking due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is insufficient as a result of the current low interest rate environment, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from our Sponsor or third parties, Our Sponsor and/or founding stockholders may, but are not obligated to, loan us funds as may be required. Such loans would be evidenced by promissory notes that would either be paid upon consummation of our initial business combination, or, at such lender’s discretion. However, our Sponsor and/or founding stockholders are under no obligation to loan us any funds or invest in us. If we are unable to obtain the necessary funds, we may be forced to cease searching for a target business and liquidate without completing our initial business combination. We will likely use substantially all of the net proceeds of the Initial Public Offering, the Private Placement and the sale of the Additional Private Placement Warrants, including the funds held in the Trust Account, in connection with our initial business combination and to pay our expenses relating thereto, including the deferred underwriting discounts and commissions payable to the underwriters in an amount equal to 3.5 We will have until December 17, 2022, 15 months from the closing of the Initial Public Offering, to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our board of directors if requested by our Sponsor, extend the period of time to consummate an initial business combination up to two times, each by an additional three months (for a total of up to 21 months to complete an initial business combination), subject to the deposit of additional funds into the Trust Account by our Sponsor or its affiliates or designees as set out below. Our stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of our amended and restated certificate of incorporation, in order for the time available for us to consummate our initial business combination to be extended, our Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,150,000 ($ 0.10 per unit, up to an aggregate of $ 2,300,000 ), on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing loan and would be repaid, if at all, from funds released to us upon completion of our initial business combination. In the event that we receive notice from our Sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our Sponsor is not obligated to fund the Trust Account to extend the time for us to complete our initial business combination. If we are unable to consummate an initial business combination within such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100 % of our outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest to pay our dissolution expenses), and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. In the event of our dissolution and liquidation, the Rights and Public Warrants will expire and will be worthless. To the extent we are unable to consummate an initial business combination, we will pay the costs of liquidation from our remaining assets outside of the Trust Account. If such funds are insufficient, our Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses. COVID-19 Pandemic and Russian-Ukraine War In March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19, as a global pandemic. This has resulted in governments enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to business, resulting in a global economic slowdown. Equity markets have experienced significant volatility and weakness and the governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s operating results and financial position in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID-19 and actions taken to address its impact, among others. The repercussions of this health crisis could have a material adverse effect on the Company’s business, financial condition, liquidity and operating results. Management is currently evaluating the impact of the COVID-19 pandemic and the Russian-Ukraine war on the industry and has concluded that while it is reasonably possible that the virus and the war 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 these uncertainties. In response to COVID-19, the Company has implemented working practices to address potential impacts to its operations, employees and customers, and will take further measures in the future if and as required. At present, we do not believe there has been any appreciable impact on the Company specifically associated with COVID-19. Going Concern and Management Liquidity Plans As of March 31, 2022, the Company had $ 307,609 653,765 The accompanying unaudited condensed financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through March 31, 2022 relates to the Company’s formation, the Initial Public Offering, and its search for a target company. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from its Proposed Public Offering. The Company’s ability to commence operations is contingent upon consummating a business combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. Although management has been successful to date in raising necessary funding, there can be no assurance that any required future financing can be successfully completed. Furthermore, the Company’s ability to consummate its initial business combination within the contractual time period is uncertain. The Company has until December 17, 2022, 15 months from the closing of its Initial Public Offering, to consummate its business combination. If the Company anticipates that it may not be able to consummate its initial business combination by December 17, 2022, it may, by resolution of the Company’s board of directors and if requested by its Sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination), subject to the deposit of additional funds into the Trust Account by the Company’s Sponsor or its affiliates or designees. There is no assurance the Company will obtain the two three month extensions beyond December 17, 2022, if needed. There is no assurance that the Company will successfully consummate a business combination by December 17, 2022, or within the two three month extension periods, if granted. Based on these circumstances, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the accompanying unaudited condensed financial statements have been prepared in conformity with U.S. GAAP (as defined below), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 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 no Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 The Company classifies its Marketable Securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. On September 17, 2021, offering costs in the aggregate of $ 523,969 The underwriters received a cash underwriting discount of $ 0.20 2,300,000 100,000 Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit. Accounting Treatment of Public and Private Warrants The Company accounts for its Public Warrants and Private Placement Warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, were identical to the warrants underlying the Units offered in the Initial Public Offering. Accounting Treatment for Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an initial business combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the Initial Public Offering and the private placement to purchase shares of common stock, since the exercise of the Rights are contingent upon the occurrence of future events. 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 statement 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 March 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at March 31, 2022 $ 116,164,312 $ 116,164,312 $ - $ - Marketable securities held in Trust Account at December 31, 2021 $ 116,152,616 $ 116,152,616 $ $ Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the Net income (loss) attributable to both the 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 ordinary 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, reflective of the respective participation rights, for the three months ended March 31, 2022. The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended March 31, 2022 Common Shares Non- redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ (192,078 ) $ (48,020 ) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) For the Period from Inception (March 1, 2021) through March 31, 2021 Common Shares Non- redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ - $ (337 ) Denominator: Weighted-average shares outstanding - 2,875,000 Basic and diluted net income (loss) per share $ - $ (0.00 ) The Company has not considered the effect of warrants and Rights sold in the Initial Public Offering and the private placement to purchase 11,966,667 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants and Rights are contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2022
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 – INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on September 17, 2021, the Company sold 10,000,000 10.00 100,000,000 11,500,000 115,000,000 Each Unit consists of one share of common stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of common stock upon the consummation of an initial business combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of common stock at a price of $ 11.50 As of December 31, 2021, the Company incurred offering costs of $ 2,923,969 2,400,000 523,969 4,025,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 – RELATED PARTY TRANSACTIONS Sponsor Shares On March 16, 2021, our Sponsor purchased 2,875,000 25,000 Prior to the effective date of the registration statement in connection with our Initial Public Offering, the Company entered into agreements with its directors in connection with their board service and certain members of its advisory board in connection with their advisory board service for its Sponsor to transfer an aggregate of 277,576 of its Founder Shares to the Company’s directors for no cash consideration and an aggregate of 60,000 of its Founder Shares to certain members of the Company’s advisory board for no cash consideration, for a total of 337,576 shares, approximating the fair value of the shares on such date, or $ 34 . The shares were subsequently transferred prior to the effectiveness of the Company’s registration statement, and vested immediately, with no impact on the Company’s net loss. The Founder Shares do not have redemption rights and will be worthless unless the Company consummates its initial business combination. Private Placement Warrants Our Sponsor purchased from us an aggregate of 10,900,000 0.50 5,450,000 3,450,000 10.10 Related Party Advances In order to finance transaction costs in connection with the Company’s Initial Public Offering and an initial business combination, the Sponsor advanced funds in 2021 to the Company totalling $ 220,317 0 Promissory Note – Related Party On March 16, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 , of which $ 0 was outstanding under the Promissory Note as of March 31, 2022 and December 31, 2021. The Promissory Note is non-interest bearing and payable on the date on which the Company consummates its initial business combination. The Sponsor may elect to convert any portion or all of the amount outstanding under this Promissory Note into Private Placement Warrants to purchase shares of common stock of the Company at a conversion price of $ 0.50 per warrant, and each warrant will entitle the holder to acquire one-half share of the Company’s common stock at an exercise price of $ 11.50 per share, commencing on the date of the initial business combination of the Company, and otherwise on the terms of the Private Placement Warrants. No amounts have been borrowed under the Promissory Note and no such conversions have yet occurred. Administrative Support Agreement The Company entered into an agreement to pay the Sponsor a monthly fee of $ 10,000 for office space, secretarial, and administrative support services provided to the Company beginning in September 2021 and continuing monthly until the earlier of the completion of a Business Combination or the Company’s liquidation. The Company accrued a total of $ 30,000 0

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 – COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our initial business combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of its prospectus to purchase up to 1,500,000 1,500,000 15,000,000 The underwriters received a cash underwriting discount of $ 0.20 2,300,000 100,000 As of March 31, 2022 and December 31, 2021, the Company recorded deferred underwriting commissions of $ 4,025,000

COMMON STOCK SUBJECT TO POSSIBL

COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	3 Months Ended
	Mar. 31, 2022
Common Stock Subject To Possible Redemption
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 6 – COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The following is a reconciliation of the Company’s common stock subject to possible redemption as of March 31, 2022 and December 31, 2021. SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Gross proceeds from initial public offering $ 115,000,000 Less: Offering costs allocated to common stock subject to possible redemption (6,498,541 ) Proceeds allocated to public warrants (2,357,500 ) Plus: Deposit to Trust Account from private placement 1,150,000 Accretion on common stock subject to possible redemption 8,856,041 Balance, March 31, 2022 and December 31, 2021 $ 116,150,000

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7 – STOCKHOLDERS’ EQUITY Preferred and Common Stock The Company’s amended and restated certificate of incorporation authorizes the issuance of 100,000,000 shares of common stock, par value $ 0.0001 , and 1,000,000 shares of undesignated preferred stock, par value $ 0.0001 . In March 2021, the Company issued 2,875,000 Founder Shares of common stock at a price of approximately $ 0.01 per share for total cash of $ 25,000 . There are no shares of preferred stock outstanding as of March 31, 2022 and December 31, 2021. Rights Each Right may be traded separately. If the Company is unable to complete an initial business combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. Public Warrants Each redeemable warrant entitles the registered holder to purchase one half of one share of common stock at a price of $ 11.50 The Company may call the outstanding warrants for redemption (excluding the Private Placement Warrants and warrants underlying the units that may be issued upon conversion of working capital loans), in whole and not in part, at a price of $ 0.01 ● at any time while the warrants are exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 16.50 ● if, and only if, there is a current registration statement in effect with respect to the shares of 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 right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, management of the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.50 The Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 8 – INCOME TAXES The Company accounts for income taxes under ASC 740 – Income Taxes (“ASC 740”), which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The Company had no The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required because it is more likely than not that 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 those temporary differences become deductible. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. The Company is subject to franchise tax filing requirements in the State of Delaware.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the unaudited condensed financial statements were issued. Based upon this review, management did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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 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 no
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 The Company classifies its Marketable Securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Offering Costs	Offering Costs Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. On September 17, 2021, offering costs in the aggregate of $ 523,969 The underwriters received a cash underwriting discount of $ 0.20 2,300,000 100,000
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” 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 feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit.
Accounting Treatment of Public and Private Warrants	Accounting Treatment of Public and Private Warrants The Company accounts for its Public Warrants and Private Placement Warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, were identical to the warrants underlying the Units offered in the Initial Public Offering.
Accounting Treatment for Rights	Accounting Treatment for Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an initial business combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the Initial Public Offering and the private placement to purchase shares of common stock, since the exercise of the Rights are contingent upon the occurrence of future events.
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 statement 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 March 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
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
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at March 31, 2022 $ 116,164,312 $ 116,164,312 $ - $ - Marketable securities held in Trust Account at December 31, 2021 $ 116,152,616 $ 116,152,616 $ $
Net Loss Per Share	Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the Net income (loss) attributable to both the 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 ordinary 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, reflective of the respective participation rights, for the three months ended March 31, 2022. The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended March 31, 2022 Common Shares Non- redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ (192,078 ) $ (48,020 ) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) For the Period from Inception (March 1, 2021) through March 31, 2021 Common Shares Non- redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ - $ (337 ) Denominator: Weighted-average shares outstanding - 2,875,000 Basic and diluted net income (loss) per share $ - $ (0.00 ) The Company has not considered the effect of warrants and Rights sold in the Initial Public Offering and the private placement to purchase 11,966,667 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants and Rights are contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at March 31, 2022 $ 116,164,312 $ 116,164,312 $ - $ - Marketable securities held in Trust Account at December 31, 2021 $ 116,152,616 $ 116,152,616 $ $
SCHEDULE OF EARNINGS PER SHARE	The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended March 31, 2022 Common Shares Non- redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ (192,078 ) $ (48,020 ) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) For the Period from Inception (March 1, 2021) through March 31, 2021 Common Shares Non- redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ - $ (337 ) Denominator: Weighted-average shares outstanding - 2,875,000 Basic and diluted net income (loss) per share $ - $ (0.00 )

COMMON STOCK SUBJECT TO POSSI_2

COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables)	3 Months Ended
	Mar. 31, 2022
Common Stock Subject To Possible Redemption
SCHEDULE OF COMMON STOCK REDEMPTION	The following is a reconciliation of the Company’s common stock subject to possible redemption as of March 31, 2022 and December 31, 2021. SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Gross proceeds from initial public offering $ 115,000,000 Less: Offering costs allocated to common stock subject to possible redemption (6,498,541 ) Proceeds allocated to public warrants (2,357,500 ) Plus: Deposit to Trust Account from private placement 1,150,000 Accretion on common stock subject to possible redemption 8,856,041 Balance, March 31, 2022 and December 31, 2021 $ 116,150,000

NATURE OF THE BUSINESS (Details

NATURE OF THE BUSINESS (Details Narrative) - USD ($)	Sep. 27, 2021	Sep. 23, 2021	Sep. 17, 2021	Mar. 16, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Number of consummated shares of initial public offering			10,000,000
Common stock shares, per value			$ 0.0001			$ 0.0001	$ 0.0001
Exercise price			11.50	$ 11.50
Sale of stock price per share			$ 10
Gross proceeds			$ 100,000,000		$ 25,000
Proceeds from issuance initial public offering			$ 116,150,000
Percentage of deferred underwriting discounts and commissions payable to underwriters						3.50%
Shares Issued, Price Per Share					$ 0.01
Interest Paid, Excluding Capitalized Interest, Operating Activities						$ 100,000
Cash						307,609	$ 507,906
Working capital						$ 653,765
WinVest SPAC LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired						100.00%
WinVest SPAC LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Number of consummated shares of initial public offering				2,875,000
Investment of cash in Trust Account						$ 1,150,000
Shares Issued, Price Per Share						$ 0.10
Payments for Deposits						$ 2,300,000
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price			$ 0.50	$ 0.50
Sale of stock price per share				$ 10.10
Sale of stock number of shares issued in transaction			10,000,000
Proceeds from issuance of warrants				$ 5,450,000
Investment of cash in Trust Account				$ 3,450,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of warrants			$ 5,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock price per share						$ 0.20
Sale of stock number of shares issued in transaction		11,500,000
Stock issued during period shares stock options exercised		1,500,000
Proceeds from stock options exercised	$ 15,000,000
Additional Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock price per share		$ 0.50
Sale of stock number of shares issued in transaction		900,000
Proceeds from issuance of warrants		$ 450,000
Proceeds from issuance initial public offering		$ 116,150,000
Initial Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering	$ 116,150,000

SCHEDULE OF FAIR VALUE MEASUREM

SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Marketable securities held in Trust Account	$ 116,164,312	$ 116,152,616
Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Marketable securities held in Trust Account	116,164,312	116,152,616
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Marketable securities held in Trust Account
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Marketable securities held in Trust Account

SCHEDULE OF EARNINGS PER SHARE

SCHEDULE OF EARNINGS PER SHARE (Details) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Basic and diluted net loss per share:
Weighted-average shares outstanding		11,500,000
Basic and diluted net income (loss) per share		$ (0.02)
Common Shares Subject Redemption [Member]
Basic and diluted net loss per share:
Allocation of net loss		$ (192,078)
Weighted-average shares outstanding		11,500,000
Basic and diluted net income (loss) per share		$ (0.02)
Non Redeemable Shares [Member]
Basic and diluted net loss per share:
Allocation of net loss	$ (337)	$ (48,020)
Weighted-average shares outstanding	2,875,000	2,875,000
Basic and diluted net income (loss) per share	$ 0	$ (0.02)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Sep. 17, 2021	Mar. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Cash and cash equivalents		$ 0	$ 0
Proceeds from initial public offering	$ 116,150,000
Offering costs	$ 523,969
Sale of stock price per share	$ 10
Cash FDIC insured amount		$ 250,000
Shares purchased		11,966,667
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock price per share		$ 0.20
Sale of stock consideration received on transaction		$ 2,300,000
Payments of stock issuance costs		$ 100,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Sep. 23, 2021	Sep. 17, 2021	Mar. 31, 2022	Dec. 31, 2021	Mar. 16, 2021
Subsidiary, Sale of Stock [Line Items]
Sale of stock price per share		$ 10
Sale of stock, description of transaction			Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value
Warrant price per shares		$ 11.50			$ 11.50
Deferred offering costs				$ 2,923,969
Underwriting expense				2,400,000
Deferred underwriting commissions			$ 4,025,000	4,025,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock number of shares issued in transaction		10,000,000
Sale of stock price per share		$ 10
Sale of stock consideration received on transaction		$ 100,000,000
Sale of stock, description of transaction		Each Unit consists of one share of common stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of common stock upon the consummation of an initial business combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of common stock at a price of $11.50 per full share, subject to adjustment
Deferred offering costs				$ 523,969
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock number of shares issued in transaction	11,500,000
Sale of stock price per share			$ 0.20
Sale of stock consideration received on transaction			$ 2,300,000
Increase of sale of stock consideration received on transaction	$ 115,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Sep. 17, 2021	Mar. 16, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Stock issued during period, shares	10,000,000
Stock issued during period, value			$ 25,000
Capital contribution for transfer of founder shares to directors and advisors, shares				337,576
Warrants purchase price	$ 11.50	$ 11.50
Sale of stock price per share	10
Advances from related party				$ 220,317
Debt Instrument, Face Amount		$ 300,000
Common stock, convertible, conversion price		$ 0.50
Professional Fees				10,000
Related party payables				30,000	$ 0
Promissory Note [Member]
Advances from related party				0	$ 0
Debt Instrument, Face Amount				$ 0
Private Placement Warrants [Member]
Warrants purchase of common stock, shares		10,900,000
Warrants purchase price	$ 0.50	$ 0.50
Issuance of warrants, value		$ 5,450,000
Amount deposit in trust account		$ 3,450,000
Sale of stock price per share		$ 10.10
Agreement [Member] | Director [Member]
Stock issued during period, shares issued for services		277,576
Deferred Compensation Arrangement with Individual, Shares Issued				60,000
Fair value of shares issued				$ 34
WinVest SPAC LLC [Member]
Stock issued during period, shares		2,875,000
Stock issued during period, value		$ 25,000
Amount deposit in trust account				$ 1,150,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Sep. 27, 2021	Sep. 23, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 17, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Sale of stock, price per share					$ 10
Deferred underwriting commissions			$ 4,025,000	$ 4,025,000
Over-Allotment Option [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Sale private placement warrants		11,500,000
Sale of stock, price per share			$ 0.20
Stock consideration amount			$ 2,300,000
Payments of stock issuance costs			$ 100,000
Underwriters [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Shares for future issuance		1,500,000
Underwriters [Member] | Over-Allotment Option [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Sale private placement warrants		1,500,000
Proceeds from sale of stock	$ 15,000,000

SCHEDULE OF COMMON STOCK REDEMP

SCHEDULE OF COMMON STOCK REDEMPTION (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Common Stock Subject To Possible Redemption
Gross proceeds from initial public offering	$ 115,000,000
Offering costs allocated to common stock subject to possible redemption	(6,498,541)
Proceeds allocated to public warrants	(2,357,500)
Deposit to Trust Account from private placement	1,150,000
Accretion on common stock subject to possible redemption	8,856,041
Balance, March 31, 2022 and December 31, 2021	$ 116,150,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Sep. 17, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized			100,000,000	100,000,000
Common stock, par value			$ 0.0001
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value			$ 0.0001
Stock issued during period, shares	10,000,000
Shares issued price per share		$ 0.01
Stock issued during period, value		$ 25,000
Preferred stock, shares outstanding			0	0
Shares price			$ 16.50
Description on sale of stock			Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares price			$ 9.50
Private Placement Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares price			0.01
Public Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares price			$ 11.50
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares		2,875,000
Stock issued during period, value		$ 288

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Deferred tax assets	$ 0	$ 0