SHF (SHFS) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 16, 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	001-40524
Entity Registrant Name	Northern Lights Acquisition Corp.
Entity Central Index Key	0001854963
Entity Tax Identification Number	86-2409612
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	10 East 53rd Street
Entity Address, Address Line Two	Suite 3001
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(510)
Local Phone Number	323-2526
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	NLITU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 par value per share [Member]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	NLIT
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share [Member]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	NLITW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		12,028,175
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,875,000

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 47,885	$ 254,523
Prepaid expense	48,750	7,499
Prepaid insurance	175,000	175,000
Total current assets	271,635	437,022
Noncurrent assets
Prepaid insurance – noncurrent portion	43,750	87,500
Deferred offering costs	106,903
Investments held in Trust Account	117,322,625	117,321,508
Total assets	117,744,913	117,846,030
Current liabilities
Accrued expenses	874,346	306,792
Franchise tax payable	218,767	168,767
Total current liabilities	1,093,113	475,559
Warrant liabilities	1,323,657	2,826,876
Deferred underwriter fee payable	4,025,000	4,025,000
Total liabilities	6,441,770	7,327,435
Commitments and Contingencies (Note 6)
Class A Common Stock subject to possible redemption; 11,500,000 shares at redemption value of $10.20	117,300,000	117,300,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,250,000 shares authorized; none issued and outstanding
Accumulated deficit	(5,997,198)	(6,781,746)
Total stockholders’ deficit	(5,996,857)	(6,781,405)
Total liabilities and stockholders’ deficit	117,744,913	117,846,030
Common Class A [Member]
Stockholders’ Deficit
Common Stock Value	53	53
Common Class B [Member]
Stockholders’ Deficit
Common Stock Value	$ 288	$ 288

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Temproary equity redemption shares	11,500,000	11,500,000
Temporary equity, redemption price per share	$ 10.20	$ 10.20
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,250,000	1,250,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	528,175	528,175
Common stock, shares outstanding	528,175	528,175
Common stock, shares redemption	11,500,000	11,500,000
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	12,500,000	12,500,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	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]
Formation and operating costs		$ 795	$ 669,788
Franchise tax expenses			50,000
Loss from operations		(795)	(719,788)
Other income and expense:
Unrealized gain from marketable securities held in Trust Account			1,117
Change in fair value of warrant liabilities			1,503,219
Net income (loss)		$ (795)	$ 784,548
Weighted average shares outstanding of Class A Common Stock subject to redemption			11,500,000
Basic and diluted net income per common stock subject to redemption			$ 0.05
Weighted average shares outstanding of Class A and Class B non-redeemable common stock	[1]	2,500,000	3,403,175
Basic and diluted net income per common stock not subject to redemption			$ 0.05
[1]	Includes an aggregate of 375,000

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parenthetical)	1 Months Ended
	Mar. 31, 2021USD ($)
Common Class B [Member] | Underwriters Over Allotment [Member]
Common stock subject to forfeiture	$ 375,000

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders Equity (Deficit) (Unaudited) - USD ($)		Common Class A [Member]Common Stock [Member]	Common Class B [Member]Common Stock [Member]		Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Feb. 25, 2021
Begining balance, shares at Feb. 25, 2021				[1]
Net income loss						(795)	(795)
Issuance of Class B Common stock to Sponsor			$ 288		24,712		25,000
Issuance of Class B Common stock to Sponsor, shares	[1]		2,875,000
Ending balance, value at Mar. 31, 2021			$ 288		24,712	(795)	24,205
Ending balance, shares at Mar. 31, 2021			2,875,000	[1]
Beginning balance, value at Dec. 31, 2021		$ 53	$ 288			(6,781,746)	(6,781,405)
Begining balance, shares at Dec. 31, 2021		528,175	2,875,000
Net income loss						784,548	784,548
Ending balance, value at Mar. 31, 2022		$ 53	$ 288			$ (5,997,198)	$ (5,996,857)
Ending balance, shares at Mar. 31, 2022		528,175	2,875,000
[1]	Includes an aggregate of 375,000

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders Equity (Deficit) (Unaudited) (Parenthetical)	1 Months Ended
	Mar. 31, 2021USD ($)
Common Class B [Member] | Underwriters Over Allotment [Member]
Common stock subject to forfeiture	$ 375,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Cash flow from operating activities:
Net income (loss)	$ (795)	$ 784,548
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Unrealized gain from securities held in Trust Account		(1,117)
Change in fair value of warrant liabilities		(1,503,219)
Changes in operating assets and liabilities:
Prepaid insurance		43,750
Prepaid expense		(41,251)
Franchise tax payable		50,000
Accrued expense	795	485,651
Net cash used in operating activities		(181,638)
Cash flow from financing activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Payment of offering costs		(25,000)
Net cash (used in) provided by financing activities	25,000	(25,000)
Net change in cash	25,000	(206,638)
Cash at the beginning of the period		254,523
Cash at the end of the period	25,000	47,885
Supplemental disclosure of non-cash financing activities:
Accrued deferred offering costs	$ 77,164	$ 81,903

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Description of Organization and Business Operations	Description of Organization and Business Operations Northern Lights Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 26, 2021 As of March 31, 2022, the Company had not yet commenced any operations. All activity for the period February 26, 2021 (inception) through March 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and, since the closing of the initial public offering, the Company has entered into a unit purchase agreement and a securities purchase agreement (as described below), and continued a search for a Business Combination candidate. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on June 23, 2021. On June 28, 2021, the Company consummated the Initial Public Offering of 11,500,000 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 528,175 10.00 5,281,750 Following the closing of the Initial Public Offering on June 28, 2021, an amount of $ 117,300,000 10.00 Transaction costs of the Initial Public Offering amounted to $ 6,263,677 1,725,000 4,025,000 513,677 Following the closing of the Initial Public Offering $ 938,853 47,885 821,478 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 Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the 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 (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) On February 11, 2022, the Company and 5AK, LLC (our “Sponsor”) entered into a definitive unit purchase agreement (the “Unit Purchase Agreement”) with SHF, LLC d/b/a Safe Harbor Financial, a Colorado limited liability company (“SHF”), SHF Holding Co., LLC, the sole member of SHF (the “Seller”), and Partner Colorado Credit Union, the sole member of the Seller (“PCCU”). Pursuant to the Unit Purchase Agreement, upon the closing (the “Closing”) of the Business Combination, we will purchase all of the issued and outstanding membership interests of SHF in exchange for an aggregate of $ 185,000,000 11,386,139 115,000,000 70,000,000 Concurrently with entering into the Unit Purchase Agreement, we entered into a securities purchase agreement (a “Securities Purchase Agreement”) with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase, and we agreed to issue and sell to the PIPE Investors, an aggregate of 60,000 0.0001 50% 60.0 In connection with the proposed Business Combination with SHF, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their Class A Common Stock upon the completion of such Business Combination in connection with a stockholder meeting called to approve such Business Combination. In the event the proposed Business Combination with SHF is not consummated, in connection with an alternative proposed initial business combination, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 The Company will have until June 28, 2022 (or up to December 28, 2022, as applicable) to consummate a Business Combination. If the Company is unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering at the election of the Company subject to satisfaction of certain conditions, including the deposit of up to $ 2,300,000 0.10 100,000 10.00 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”) Liquidity As of March 31, 2022, the Company had $ 47,885 821,478 11,500,000 10.00 115.0 528,175 10.00 5,281,750 The Company’s liquidity needs prior to the consummation of its IPO were satisfied through the proceeds of $ 25,000 92,737 The Company intends to complete its initial Business Combination before June 28,2022 and we believe we have sufficient arrangements with our vendors to continue to operate until we complete our initial Business Combination. However, there can be no assurance that the Company will be able to consummate the Business Combination by then. In the event that we are unable to consummate the Business Combination before June 28, 2022 we anticipate identifying and accessing additional capital resources in order to extend the Business Combination period up to 18 months. However, there can be no assurance that the Company will have access to sufficient capital to extend the deadline to consummate the Business Combination. As a result, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” it is uncertain that the Company will have sufficient liquidity to fund the working capital needs of the Company beyond June 28, 2022. Management has determined that given the liquidity condition of the Company, should a Business Combination not occur by June 28, 2022, there is 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. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through June 28, 2022. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Deferred offering costs Deferred offering costs consist of costs incurred in connection with preparation for the PIPE Financing to be executed in conjunction with the Business Combination. These costs, together with the underwriting discounts and commissions, will be allocated among the freestanding financial instruments that are included in the PIPE Financing. As of March 31, 2022, the Company had deferred offering costs of $ 106,903 and accrued offering costs of $ 81,903 which are included in accrued expenses on the accompanying condensed balance sheet. There were no 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 the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, including the proposed Business Combination with SHF, or the operations of a target business with which the Company ultimately consummates a Business Combination, including SHF, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. 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 financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission. 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. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Use of Estimates The preparation of the balance sheets in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 47,885 and $ 254,523 in cash and no cash equivalents as of March 31, 2022 and December 31, 2021. Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, 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 provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022 and for the period from February 26, 2021 (inception) through March 31, 2021. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs allocated to warrants in the condensed statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs allocated to warrants in the condensed statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On March 31, 2022 and December 31, 2021, there were 528,175 shares of Class A Common Stock issued and outstanding that were issued as component securities of the Private Placement Units (Note 4). 11,500,000 shares of Class A Common Stock are subject to possible redemption. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of March 31, 2022 and December 31, 2021, the Class A Common Stock reflected on the balance sheets are reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheets Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (5,031,474 ) Proceeds allocated to shares not subject to redemption (59 ) Issuance costs related to Class A Common Stock (6,263,677 ) Plus: Accretion of carrying value to redemption value 13,595,210 Class A Common Stock subject to possible redemption $ 117,300,000 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 6,014,088 The following table reflects the calculation of basic and diluted net income per common share: Schedule of Calculation of Basic and Diluted Net Income Per Share For the Three Months For the Period from February 26, 2021 (inception) Ended March 31, 2022 Through March 31, 2021 Redeemable Class A Common Stock subject to possible redemption Numerator: earnings allocable to redeemable Class A Common Stock subject to possible redemption $ 605,395 $ - Denominator: weighted average number of redeemable Class A Common Stock 11,500,000 - Basic and diluted net income per redeemable Class A Common Stock $ 0.05 $ - Non-redeemable Class A and Class B common stock Numerator: net income (loss) allocable to non-redeemable Class A and Class B common stock $ 179,153 $ (795 ) Denominator: weighted average number of non-redeemable Class A and Class B common stock 3,403,175 2,500,000 Basic and diluted net income per non-redeemable Class A and Class B common stock $ 0.05 $ - NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed 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 for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS 2 — Summary of Significant Accounting Policies (Continued) Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470- 0) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. 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 is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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.

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2022
Public Offering
Public Offering	Note 3 — Public Offering Pursuant to the Initial Public Offering, the Company sold 11,500,000 10.00 0.0001 11.50

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2022
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 528,175 10.00 5,281,750 The Private Placement Units are identical to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable until the consummation of the Company’s initial business combination except to permitted transferees and (b) the Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) may be exercised by the holders on a cashless basis and (ii) will be entitled to registration rights.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On March 19, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $ 25,000 . On March 24, 2021, the Sponsor transferred 10,000 shares to the Company’s Chief Financial Officer and 10,000 shares to each of the Company’s three independent directors. Effective January 18, 2022, the Sponsor granted an additional 90,000 The shares will only be issued to Mr. Fameree consummation 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A Common Stock equals or exceeds $ 12.50 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 5— Related Party Transactions (Continued) Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 If the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of the Company’s board if requested by the 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 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,150,000 0.10 2,300,000 0.10 10.00 Administrative Support Agreement Commencing on the date of the Initial Public Offering and until completion of the Company’s Business Combination or liquidation, the Company may reimburse Luminous Capital Inc., an affiliate of the Sponsor, up to an amount of $ 10,000 per month for office space, secretarial and administrative support. Through March 31, 2022, $ 30,000 in support fees were incurred. There were no support fees incurred for the period from February 26, 2021 (inception) through March 31, 2021. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on June 23, 2021, the holders of the Founder Shares, Private Placement Units (including the securities contained therein), the units (including the securities contained therein) that may be issued upon conversion of the Working Capital Loans, and any shares of Class A Common Stock issuable upon the exercise of the Placement Warrants and any shares of Class A Common Stock, warrants (and underlying Class A Common Stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A Common Stock issuable upon conversion of the founder shares are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriter a 45-day option to purchase up to 1,500,000 The underwriter was paid a cash underwriting discount of 1.50% 1,725,000 3.50% 4,025,000 Right of First Refusal For a period beginning on June 28, 2021 and ending 12 months from the closing of a business combination, we have granted the underwriters a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of our Registration Statement.

Warrant Liability

Warrant Liability	3 Months Ended
	Mar. 31, 2022
Warrant Liability
Warrant Liability	Note 7 – Warrant Liability As of March 31, 2022 and December 31, 2021, the Company has 5,750,000 Public Warrants and the 264,088 Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (i) the date of the completion of a Business Combination and (ii) 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 7 – Warrant Liability (Continued) The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a Redemption of warrants when the price per Class A Common Stock equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 7 – Warrant Liability (Continued) In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A Common Stock issuable upon the exercise of the Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants are exercisable on a cashless basis and non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounted for the aggregate 6,014,088 5,750,000 264,088 The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Stockholders’ Equity	Note 8 – Stockholders’ Equity Preferred Stock 1,250,000 preferred shares with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of March 31, 2022 and December 31, 2021, there were no preferred shares issued or outstanding. Class A Common Stock 125,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 528,175 shares of Class A Common Stock issued or outstanding, excluding 11,500,000 shares of Class A Common Stock subject to possible redemption. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 8 – Stockholders’ Equity (Continued) Class B Common Stock — 12,500,000 shares of Class B common stock with a par value of $ 0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. On March 24, 2021, the Sponsor transferred 10,000 shares to the Company’s Chief Financial Officer and 10,000 shares to each of the Company’s three independent directors. As of March 31, 2022 and December 31, 2021, there were 2,875,000 shares of Class B common stock issued and outstanding. Holders of Class A Common Stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A Common Stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A Common Stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company) The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 – Fair Value Measurements The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 117,322,625 $ - $ - Warrant Liabilities: Public Warrants $ 1,265,000 $ - $ - Private Placement Warrants $ - $ - $ 58,657 The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 9 – Fair Value Measurements (Continued) Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 117,321,508 $ - $ - Warrant Liabilities: Public Warrants $ 2,701,925 $ - $ - Private Placement Warrants $ - $ - $ 124,951 Warrant liabilities $ - $ - $ 124,951 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. In 2021, the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, after they split from the units and started trading. The Warrants are measured at fair value on a recuring basis. The Public Warrants were initially valued using a Modified Monte Carlo Simulation. As of March 31, 2022 and December 31, 2021, the Public warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. As of March 31, 2022 and December 31, 2021, assets held in the Trust Account were entirely held in a mutual fund invested in U.S. Treasury Securities. The Company recognized $ 5,031,474 5,852,750 224,474 The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period for warrants that are not actively traded. The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a binomial Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: Schedule of Level 3 Fair Value Measurement Inputs December 30, 2021 March 31, 2022 (Public and Private Warrant) (Public Private Warrant) Exercise price $ 11.50 $ 11.50 Share price $ 10.07 $ 10.12 Expected term (years) 5.28 5.23 Probability of Acquisition 90.0 % 90.0 % Volatility 8.3 % 2.7 % Risk-free rate 1.28 % 2.42 % Dividend yield (per share) 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the period from December 31, 2021 (inception) through March 31, 2022 is summarized as follows: Schedule of Derivative Warrant Liabilities Private Placement Public Warrant Warrant Liability Fair value as of December 31, 2021 $ 124,951 $ 2,701,925 $ 2,826,876 Change in valuation inputs or other assumptions (1)(2) (66,294 ) (1,436,925 ) (1,503,219 ) Fair value as of March 31, 2022 $ 58,657 1,265,000 1,323,657 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. (2) Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 – Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, other than the events included in the above notes, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

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 financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission.
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. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued)
Use of Estimates	Use of Estimates The preparation of the balance sheets in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 47,885 and $ 254,523 in cash and no cash equivalents as of March 31, 2022 and December 31, 2021.
Trust Account	Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, 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 provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022 and for the period from February 26, 2021 (inception) through March 31, 2021. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued)
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs allocated to warrants in the condensed statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs allocated to warrants in the condensed statements of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On March 31, 2022 and December 31, 2021, there were 528,175 shares of Class A Common Stock issued and outstanding that were issued as component securities of the Private Placement Units (Note 4). 11,500,000 shares of Class A Common Stock are subject to possible redemption. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of March 31, 2022 and December 31, 2021, the Class A Common Stock reflected on the balance sheets are reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheets Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (5,031,474 ) Proceeds allocated to shares not subject to redemption (59 ) Issuance costs related to Class A Common Stock (6,263,677 ) Plus: Accretion of carrying value to redemption value 13,595,210 Class A Common Stock subject to possible redemption $ 117,300,000 NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 6,014,088 The following table reflects the calculation of basic and diluted net income per common share: Schedule of Calculation of Basic and Diluted Net Income Per Share For the Three Months For the Period from February 26, 2021 (inception) Ended March 31, 2022 Through March 31, 2021 Redeemable Class A Common Stock subject to possible redemption Numerator: earnings allocable to redeemable Class A Common Stock subject to possible redemption $ 605,395 $ - Denominator: weighted average number of redeemable Class A Common Stock 11,500,000 - Basic and diluted net income per redeemable Class A Common Stock $ 0.05 $ - Non-redeemable Class A and Class B common stock Numerator: net income (loss) allocable to non-redeemable Class A and Class B common stock $ 179,153 $ (795 ) Denominator: weighted average number of non-redeemable Class A and Class B common stock 3,403,175 2,500,000 Basic and diluted net income per non-redeemable Class A and Class B common stock $ 0.05 $ - NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued)
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 Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed 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 for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS 2 — Summary of Significant Accounting Policies (Continued)
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470- 0) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. 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 is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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 Common Stock Reflected on the Balance Sheets	As of March 31, 2022 and December 31, 2021, the Class A Common Stock reflected on the balance sheets are reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheets Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (5,031,474 ) Proceeds allocated to shares not subject to redemption (59 ) Issuance costs related to Class A Common Stock (6,263,677 ) Plus: Accretion of carrying value to redemption value 13,595,210 Class A Common Stock subject to possible redemption $ 117,300,000
Schedule of Calculation of Basic and Diluted Net Income Per Share	The following table reflects the calculation of basic and diluted net income per common share: Schedule of Calculation of Basic and Diluted Net Income Per Share For the Three Months For the Period from February 26, 2021 (inception) Ended March 31, 2022 Through March 31, 2021 Redeemable Class A Common Stock subject to possible redemption Numerator: earnings allocable to redeemable Class A Common Stock subject to possible redemption $ 605,395 $ - Denominator: weighted average number of redeemable Class A Common Stock 11,500,000 - Basic and diluted net income per redeemable Class A Common Stock $ 0.05 $ - Non-redeemable Class A and Class B common stock Numerator: net income (loss) allocable to non-redeemable Class A and Class B common stock $ 179,153 $ (795 ) Denominator: weighted average number of non-redeemable Class A and Class B common stock 3,403,175 2,500,000 Basic and diluted net income per non-redeemable Class A and Class B common stock $ 0.05 $ -

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 117,322,625 $ - $ - Warrant Liabilities: Public Warrants $ 1,265,000 $ - $ - Private Placement Warrants $ - $ - $ 58,657 The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: NORTHERN LIGHTS ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 9 – Fair Value Measurements (Continued) Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Asset: Marketable securities held in Trust Account $ 117,321,508 $ - $ - Warrant Liabilities: Public Warrants $ 2,701,925 $ - $ - Private Placement Warrants $ - $ - $ 124,951 Warrant liabilities $ - $ - $ 124,951
Schedule of Level 3 Fair Value Measurement Inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: Schedule of Level 3 Fair Value Measurement Inputs December 30, 2021 March 31, 2022 (Public and Private Warrant) (Public Private Warrant) Exercise price $ 11.50 $ 11.50 Share price $ 10.07 $ 10.12 Expected term (years) 5.28 5.23 Probability of Acquisition 90.0 % 90.0 % Volatility 8.3 % 2.7 % Risk-free rate 1.28 % 2.42 % Dividend yield (per share) 0.00 % 0.00 %
Schedule of Derivative Warrant Liabilities	The change in the fair value of the derivative warrant liabilities for the period from December 31, 2021 (inception) through March 31, 2022 is summarized as follows: Schedule of Derivative Warrant Liabilities Private Placement Public Warrant Warrant Liability Fair value as of December 31, 2021 $ 124,951 $ 2,701,925 $ 2,826,876 Change in valuation inputs or other assumptions (1)(2) (66,294 ) (1,436,925 ) (1,503,219 ) Fair value as of March 31, 2022 $ 58,657 1,265,000 1,323,657 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. (2) Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)	Feb. 11, 2022	Jun. 28, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Date of incorporation				Feb. 26, 2021
Proceeds from issuance initial public offering				$ 115,000,000
Number of shares sold in transaction				11,500,000
Exercised price per share				$ 10
Cash				$ 47,885	$ 254,523
Working capital				$ 821,478
Description of acquired entity				NASDAQ rules provide that the 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 (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination
Preferred stock, par value				$ 0.0001	$ 0.0001
Issuance of common stock			$ 25,000
Reason for business combination				The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either 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
Cash				$ 47,885	$ 254,523
Deferred offering costs				106,903	$ 0
Accrued offering costs				$ 81,903
Sponsor [Member]
Property, Plant and Equipment [Line Items]
Description of acquired entity				The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”)
Maximum [Member]
Property, Plant and Equipment [Line Items]
Deposits				$ 2,300,000
Common Class A [Member]
Property, Plant and Equipment [Line Items]
Exercised price per share				$ 12.50
Series A Convertible Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Number of shares sold in transaction	60,000
Preferred stock, par value	$ 0.0001
Warrant to purchase, percentage	50.00%
Issuance of common stock	$ 60,000,000
SHF Holding Co., LLC [Member]
Property, Plant and Equipment [Line Items]
Cash	70,000,000
Number of issued	$ 185,000,000
Tangible net assets				$ 5,000,001
SHF Holding Co., LLC [Member] | Common Class A [Member]
Property, Plant and Equipment [Line Items]
Number of shares issued in acquisition transaction	11,386,139
Number of shares issued in acquisition transaction value	$ 115,000,000
IPO [Member]
Property, Plant and Equipment [Line Items]
Number of shares initial public offering		11,500,000
Proceeds from issuance initial public offering		$ 115,000,000
Exercised price per share		$ 10		$ 0.10
Proceed from the promissory note				$ 25,000
Transaction costs		$ 6,263,677
Cash		938,853
Description of acquired entity				The Company will have until June 28, 2022 (or up to December 28, 2022, as applicable) to consummate a Business Combination. If the Company is unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering at the election of the Company subject to satisfaction of certain conditions, including the deposit of up to $2,300,000 since the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case), into the Trust Account, or as extended by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission 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 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)
Dilution expenses				$ 100,000
IPO [Member] | Promissory Note [Member]
Property, Plant and Equipment [Line Items]
Proceed from the promissory note				92,737
IPO [Member] | Underwriting Fees [Member]
Property, Plant and Equipment [Line Items]
Transaction costs		1,725,000
IPO [Member] | Deferred Underwriting Commissions [Member]
Property, Plant and Equipment [Line Items]
Transaction costs		4,025,000
IPO [Member] | Other Offering Costs [Member]
Property, Plant and Equipment [Line Items]
Transaction costs		$ 513,677
Private Placement [Member]
Property, Plant and Equipment [Line Items]
Proceeds from issuance initial public offering				$ 117,300,000
Number of shares sold in transaction		528,175
Exercised price per share		$ 10		$ 10
Proceeds from issuance of private placement		$ 5,281,750
Number of shares issued in acquisition transaction				528,175
Number of shares issued in acquisition transaction value				$ 5,281,750
Trust Account [Member]
Property, Plant and Equipment [Line Items]
Exercised price per share		$ 10
Proceed from the promissory note		$ 117,300,000

Schedule of Common Stock Reflec

Schedule of Common Stock Reflected on the Balance Sheets (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Accounting Policies [Abstract]
Gross Proceeds	$ 115,000,000
Proceeds allocated to public warrants	(5,031,474)
Proceeds allocated to shares not subject to redemption	(59)
Issuance costs related to Class A Common Stock	(6,263,677)
Accretion of carrying value to redemption value	13,595,210
Class A Common Stock subject to possible redemption	$ 117,300,000

Schedule of Calculation of Basi

Schedule of Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($)		1 Months Ended	3 Months Ended
		Mar. 31, 2021	Mar. 31, 2022
Denominator: weighted average number of non-redeemable Class A and Class B common stock	[1]	2,500,000	3,403,175
Numerator: net income (loss) allocable to non-redeemable Class A and Class B common stock		$ (795)	$ 784,548
Redeemable Class A Common Shares [Member]
Numerator: earnings allocable to redeemable Class A Common Stock subject to possible redemption			$ 605,395
Denominator: weighted average number of non-redeemable Class A and Class B common stock			11,500,000
Basic and diluted net income per non-redeemable Class A and Class B common stock			$ 0.05
Non Redeemable Class A Common Shares [Member] | Private Placement [Member]
Denominator: weighted average number of non-redeemable Class A and Class B common stock		2,500,000	3,403,175
Basic and diluted net income per non-redeemable Class A and Class B common stock			$ 0.05
Numerator: net income (loss) allocable to non-redeemable Class A and Class B common stock		$ (795)	$ 179,153
[1]	Includes an aggregate of 375,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Cash	$ 47,885	$ 254,523
Cash Equivalents, at Carrying Value	0
Gross proceeds	115,000,000
Cash, FDIC insured amount	$ 250,000
Warrants exercisable	6,014,088
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	528,175	528,175
Common stock, shares outstanding	528,175	528,175
Common stock, shares redemption	11,500,000	11,500,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Gross proceeds	$ 117,300,000
Share issue price per share	$ 10

Public Offering (Details Narrat

Public Offering (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of shares sold in transaction	11,500,000
Sale of stock price per share	$ 10
Public Warrant [Member]
Warrant exercise price	11.50
Common Class A [Member]
Sale of stock price per share	12.50
Common stock, par value	$ 0.0001	$ 0.0001

Private Placement (Details Narr

Private Placement (Details Narrative) - Private Placement [Member]	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in acquisition transaction | shares	528,175
Price per share | $ / shares	$ 10
Number of shares issued in acquisition transaction value | $	$ 5,281,750

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 24, 2021	Mar. 19, 2021	Mar. 31, 2021	Mar. 31, 2022
Related Party Transaction [Line Items]
Stock Issued During Period, Value, New Issues			$ 25,000
Initial public offering percentage				20.00%
Price per share				$ 10
Related Party Loans [Member]
Related Party Transaction [Line Items]
Price per share				0.10
Share price per share				$ 0.10
Related party - business combination description				If the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of the Company’s board if requested by the 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 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,150,000 since the underwriters’ over-allotment option is exercised in full ($0.10 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $2,300,000 since the underwriters’ over-allotment option is exercised in full ($0.10 per unit) (the “Extension Loans”). Any such payments would be made in the form of non-interest-bearing loans. If the Company completes its initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension Loans out of the proceeds of the Trust Account released to the Company or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will be identical to the Private Placement Units
Related Party Loans [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Deposit				$ 1,150,000
Luminous Capital Inc. [Member] | Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Reimbursement of office space, secretarial and administrative support				10,000
Support fee				$ 30,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Share price per share				$ 10
Extension Loans [Member] | Related Party Loans [Member]
Related Party Transaction [Line Items]
Share price per share				$ 10
Extension Loans [Member] | Related Party Loans [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Total payment				$ 2,300,000
Maximum [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Promissory note - related party				$ 1,500,000
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues	10,000
Independent Director Three [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues	10,000
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues		2,875,000
Stock Issued During Period, Value, New Issues		$ 25,000
Common Class B [Member] | Mr Fameree [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues		90,000
Common Class A [Member]
Related Party Transaction [Line Items]
Price per share				$ 12.50

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	3 Months Ended
	Mar. 31, 2022USD ($)shares
Loss Contingencies [Line Items]
Gross Proceeds	$ 115,000,000
Underwriters Agreement [Member] | Deferred Fee [Member]
Loss Contingencies [Line Items]
Percentage of discount on gross proceeds of initial public offering	3.50%
Gross Proceeds	$ 4,025,000
Underwriters Agreement [Member] | Cash [Member]
Loss Contingencies [Line Items]
Percentage of discount on gross proceeds of initial public offering	1.50%
Gross Proceeds	$ 1,725,000
Underwriters Agreement [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Option to purchase shares | shares	1,500,000

Warrant Liability (Details Narr

Warrant Liability (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
IPO [Member]
Number of warrants issued	6,014,088
Common Class A [Member]
Shares issued, Price per share	$ 18
Public Warrants [Member]
Class of Warrant or Right, Outstanding	5,750,000	5,750,000
Warrants description	The Public Warrants will become exercisable on the later of (i) the date of the completion of a Business Combination and (ii) 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation
Warrants price per share	$ 0.01
Number of warrants issued	5,750,000
Private Placement Warrants [Member]
Class of Warrant or Right, Outstanding	264,088	264,088
Number of warrants issued	264,088
Class A Common Stock [Member]
Redemption of warrants, description	In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price.

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - $ / shares	Mar. 24, 2021	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred Stock, Shares Authorized		1,250,000	1,250,000
Preferred Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Common stock conversion basis		The shares of Class B common stock will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A Common Stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A Common Stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company)
Chief Financial Officer [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	10,000
Independent Director Three [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	10,000
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized		125,000,000	125,000,000
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Common stock, shares issued		528,175	528,175
Common stock, shares outstanding		528,175	528,175
Redemption of common shares		11,500,000
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized		12,500,000	12,500,000
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Common stock, shares issued		2,875,000	2,875,000
Common stock, shares outstanding		2,875,000	2,875,000

Schedule of Fair Value Assets a

Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 117,322,625	$ 117,321,508
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	1,265,000	2,701,925
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 58,657	$ 124,951

Schedule of Level 3 Fair Value

Schedule of Level 3 Fair Value Measurement Inputs (Details) - Public and Private Warrants [Member]	Mar. 31, 2022$ / shares	Dec. 30, 2021$ / shares
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield (per share)	11.50	11.50
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield (per share)	10.12	10.07
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	5 years 2 months 23 days	5 years 3 months 10 days
Measurement Input Probability Acquisition [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield (per share)	90	90
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield (per share)	2.7	8.3
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield (per share)	2.42	1.28
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield (per share)	0	0

Schedule of Derivative Warrant

Schedule of Derivative Warrant Liabilities (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
Private Placement Warrants [Member]
Fair value as of December 31, 2021	$ 124,951
Change in valuation inputs or other assumptions	(66,294)	[1],[2]
Fair value as of March 31, 2022	58,657
Public Warrants [Member]
Fair value as of December 31, 2021	2,701,925
Change in valuation inputs or other assumptions	(1,436,925)	[1],[2]
Fair value as of March 31, 2022	1,265,000
Warrant Liability [Member]
Fair value as of December 31, 2021	2,826,876
Change in valuation inputs or other assumptions	(1,503,219)	[1],[2]
Fair value as of March 31, 2022	$ 1,323,657
[1]	Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.
[2]	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations.

Fair Value Measurements (Detail

Fair Value Measurements (Details Narrative) - USD ($)	Mar. 31, 2022	Jun. 28, 2021
Warrant [Member]
Derivative warrant liability		$ 5,031,474
Private Placement Warrants [Member]
Derivative warrant liability	$ 5,852,750
Fair value of derivative liability	$ 224,474