Industrial Human Capital (AXH) 10-Q16 May 222022 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 16, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-40934
Entity Registrant Name	Industrial Human Capital, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2127945
Entity Address, Address Line One	501 Brickell Key Drive, Suite 300
Entity Address, City or Town	Miami
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	888
Local Phone Number	798-9100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		14,375,000
Entity Central Index Key	0001855302
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Transition Report	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	AXH
Security Exchange Name	NYSE
Units
Document Information [Line Items]
Title of 12(b) Security	Units
Trading Symbol	AXHU
Security Exchange Name	NYSE
Warrants.
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	AXHW
Security Exchange Name	NYSE

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 27,661	$ 495,251
Prepaid expenses	237,326	366,267
Total current assets	264,987	861,518
Cash and marketable securities held in Trust Account	116,736,541	116,732,479
Total Assets	117,001,528	117,593,997
Current liabilities:
Accounts payable and accrued expenses	1,056,105	331,941
Promissory note - Related party	0	150,000
Working capital loan - Related party	175,000	0
Due to related party	18,387	21,290
Total current liabilities	1,249,492	503,231
Commitments and Contingencies (Note 6)
Common stock subject to redemption, 11,500,000 shares at redemption value of $10.15 per share	116,725,000	116,725,000
Stockholders' Equity (Deficit):
Common stock, $0.0001 par value; 500,000,000 shares authorized; 2,875,000 shares issued and outstanding (excluding 11,500,000 shares subject to redemption)	288	288
Additional paid-in capital	1,042,031	1,042,031
Accumulated deficit	(2,015,283)	(676,553)
Total stockholders' equity (deficit)	(972,964)	365,766
Total Liabilities, Redeemable Common Stock and Stockholders' Equity (Deficit)	$ 117,001,528	$ 117,593,997

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	500,000,000	500,000,000
Common shares, shares issued	2,875,000	2,875,000
Common shares, shares outstanding	2,875,000	2,875,000
Shares of common stock subject to possible redemption	11,500,000	11,500,000
Common stock subject to redemption
Shares of common stock subject to possible redemption	11,500,000	11,500,000
Shares subject to redemption, par value (per share)	$ 10.15	$ 10.15

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	3 Months Ended
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2021	Mar. 31, 2022
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Formation cost	$ 365	$ 1,342,792
Loss from operations	(365)	(1,342,792)
Other income
Interest income and unrealized gains on cash and marketable securities held in Trust Account		4,062
Total other income		4,062
Net loss	$ (365)	$ (1,338,730)
Weighted-average shares outstanding, including common stock subject to redemption, basic	2,875,000	2,875,000
Weighted-average shares outstanding, including common stock subject to redemption, diluted	2,875,000	2,875,000
Basic net loss per share	$ 0	$ (0.09)
Diluted net loss per common share	$ 0	$ (0.07)
Basic weighted average shares outstanding, Redeemable common stock		11,500,000
Diluted weighted average shares outstanding, Redeemable common stock	0	11,500,000
Temporary Equity, Earnings Per Share, Basic		$ (0.09)
Temporary Equity, Earnings Per Share, Diluted	$ 0	$ (0.07)

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Feb. 15, 2021	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 15, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued to Sponsor	$ 288	24,712		25,000
Common stock issued to Sponsor (in shares)	2,875,000
Net loss			(365)	(365)
Balance at the end at Mar. 31, 2021	$ 288	24,712	(365)	24,635
Balance at the end (in shares) at Mar. 31, 2021	2,875,000
Balance at the beginning at Dec. 31, 2021	$ 288	1,042,031	(676,553)	365,766
Balance at the beginning (in shares) at Dec. 31, 2021	2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	0	(1,338,730)	(1,338,730)
Balance at the end at Mar. 31, 2022	$ 288	$ 1,042,031	$ (2,015,283)	$ (972,964)
Balance at the end (in shares) at Mar. 31, 2022	2,875,000

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	2 Months Ended	3 Months Ended
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2021	Mar. 31, 2022
Cash flows from Operating Activities:
Net loss	$ (365)	$ (1,338,730)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by related party	365
Interest income on cash and marketable securities held in Trust Account		(4,062)
Changes in current assets and current liabilities:
Prepaid expenses		128,941
Accounts payable and accrued expenses		724,164
Due to related party		(2,903)
Net cash used in operating activities		(492,590)
Cash flows from Financing Activities:
Proceeds from sale of founder shares	25,000
Proceeds/(payment) from/(of) promissory note - Related Party	75,000	(150,000)
Proceeds from working capital loan - Related Party	0	175,000
Net cash provided by financing activities	100,000	25,000
Net change in cash	100,000	(467,590)
Cash, beginning of the period		495,251
Cash, end of the period	100,000	$ 27,661
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in due to related party	$ 25,000

Organization and Business Opera

Organization and Business Operation	3 Months Ended
Organization and Business Operation	Mar. 31, 2022
Organization and Business Operation
Organization and Business Operation	Note 1 — Organization and Business Operation Industrial Human Capital, Inc. (the “Company”) is a newly organized, blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Since completing its Public Offering (as defined below), the Company has engaged in confidential discussions with various potential Business Combination partners. Nevertheless, as of the date of this Form 10-Q, the Company has not entered into a binding agreement with any specific Business Combination target. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from February 16, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is ShiftPixy Investments, Inc. (the “Sponsor”), a wholly owned subsidiary of ShiftPixy, Inc. The registration statement for the Company’s initial public offering was declared effective on October 19, 2021 (the “Effective Date”). On October 22, 2021, the Company consummated its initial public offering of 11,500,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit (which included the full exercise of the underwriters’ over-allotment option), which is discussed in Note 3 (the “Public Offering”) and the sale of 4,639,102 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering. Transaction costs amounted to $ 11,381,640 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Public Offering on October 22, 2021, $116,725,000 ($10.15 per Unit) from the net proceeds sold in the Public Offering, including the proceeds of the sale of the Private Placement Warrants, was deposited in a Trust Account (“Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to pay the Company’s tax obligations and up to $100,000 of interest that may be used for the dissolution expenses, the proceeds from the Public Offering and the sale of the Placement Warrants held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of the initial Business Combination, (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within 12 months from the closing of the Public Offering or (ii) with respect to any other provision relating to stockholder’s rights or pre-business combination activity, and (3) the redemption of the Public Shares if the Company is unable to complete its initial Business Combination within 12 months from the closing of the Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either: (1) in connection with a stockholder meeting called to approve the initial Business Combination; or (2) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares, subject to limitations. The amount in the trust account is initially anticipated to be $10.15 per public share, however, there is no guarantee that investors will receive $10.15 per share upon redemption. The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company has only 12 months from the closing of the Public Offering (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within such 12-month period (and the Company’s stockholders have not approved an amendment to its charter extending this time period), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Company’s initial stockholders, officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed to: (1) waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the initial Business Combination, (2) waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or certain amendments to the Company charter prior thereto or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 12 months from the closing of the Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (3) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within 12 months from the closing of the Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame. 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 (1) $10.15 per public share and (2) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public share due to reductions in the value of the Trust Assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the 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 underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of March 31, 2022, the Company had $27,661 in cash and a working capital deficit of $938,567 excluding franchise tax payable of $50,000. The Company’s liquidity needs up to March 31, 2022 have been satisfied through a payment from the Company’s Sponsor of $25,000 for the Founder Shares, the loan under an unsecured promissory note from the Sponsor of up to $500,000, the net proceeds from the consummation of the Public Offering, the Private Placement Warrants held outside of the Trust Account located in the United States at J.P. Morgan Chase Bank, N.A. and a working capital loan from the Company’s Sponsor as disclosed in Note 5 (“Related Party Transactions”). As of March 31, 2022 and December 31, 2021, there was $0 and $150,000 of unsecured promissory notes outstanding, respectively. For the three months ended March 31, 2022 and for the period from February 16, 2021 (inception) through March 31, 2021, we received $0 and $75,000 of proceeds from issuance of promissory note, respectively. As of March 31, 2022, the promissory note has been paid in full. Furthermore, as of March 31, 2022 and December 31, 2021, the Company had $175,000 and $0 loans outstanding under the working capital loan, respectively. For the three months ended March 31, 2022 and for the period from February 16, 2021 (inception) through March 31, 2021, we received $175,000 and $0 of proceeds from issuance of working capital loan, respectively. As of March 31, 2022 and December 31, 2021, the Company had cash and marketable securities in the Trust Account of $116.7 million. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete its initial Business Combination. The Company may withdraw interest to pay taxes. To the extent that the Company’s capital stock or debt is used, in whole or in part, as consideration to complete its initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors 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, it 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. Going Concern We cannot provide any assurance that new financing along the lines detailed above will be available to us on commercially acceptable terms, if at all. Further, we have until October 22, 2022 to consummate a Business Combination, but we cannot provide assurance that we will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with our assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, management has determined that the uncertainty surrounding obtaining new financing, along with the possibility of mandatory liquidation and subsequent dissolution should we be unable to complete a business combination, raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets and liabilities should we be required to liquidate after October 22, 2022, nor do these unaudited condensed financial statements include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited 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
Summary of Significant Accounting Policies	Mar. 31, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for Fiscal 2021, as amended by the Company’s Form 10-K/A for Fiscal 2021, as filed with the SEC on March 25, 2022, and May 13, 2022, respectively, which contain the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, ( the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of these unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $27,661 and $495,251 in cash as of March 31, 2022 and December 31, 2021, respectively. The Company has no cash equivalents as of March 31, 2022 and December 31, 2021. Cash and Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds and in U.S. Treasury Bills with a maturity of 185 days, respectively. During the three months ended March 31, 2022, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2022 and December 31, 2021 are as follows: Gross Gross Carrying Value as of Unrealized Unrealized Fair Value as of March 31, 2022 Gains Losses March 31, 2022 Cash $ 647 $ — $ — $ 647 Money Market Funds 116,735,894 — — 116,735,894 $ 116,736,541 $ — $ — $ 116,736,541 Gross Gross Carrying Value as of Unrealized Unrealized Fair Value as of December 31, 2021 Gains Losses December 31, 2021 Cash $ 647 $ — $ — $ 647 U.S. Treasury Securities 116,731,832 1,479 — 116,733,311 $ 116,732,479 $ 1,479 $ — $ 116,733,958 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Company coverage of $250,000 . The Company has not experienced losses in these accounts. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—”Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the Public Offering. Offering costs amounted to $11,381,640 and were charged to temporary equity upon the completion of the Public Offering. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair Value Measurement 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. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares 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) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s shares of common stock sold in the Public Offering feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 11,500,000 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets. Warrants The Company must account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the warrants as equity-classified. Net Loss Per Common Stock Net loss per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share does not consider the effect of the 16,139,102 warrants issued in connection with the Public Offering and private placement 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 table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share: For the Three Months Ended For the period from February 16, 2021 March 31, (Inception) Through March 31, 2022 2021 Redeemable Nonredeemable Redeemable Nonredeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ (1,070,984) $ (267,746) $ — $ (365) Denominator: Weighted-average shares outstanding, including common stock subject to redemption 11,500,000 2,875,000 — 2,875,000 Basic and diluted net loss per share $ (0.09) $ (0.09) $ — $ (0.00) Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20)” and “Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
Initial Public Offering	Mar. 31, 2022
Initial Public Offering.
Initial Public Offering	Note 3 — Initial Public Offering On October 22, 2021, the Company consummated its Public Offering of 11,500,000 Units, which included the full exercise of the underwriters’ over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of $115,000,000. Each Unit consists of one share of Common Stock, par value $0.0001 per share and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. All of the 11,500,000 shares of common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The shares of common stock are accounted for in accordance with ASC 480-10-S99. 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 recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated income. As of March 31, 2022 and December 31, 2021, the common stock reflected on the balance sheet is reconciled in the following table: Gross proceeds from the Public Offering $ 115,000,000 Less: Proceeds allocated to Public Warrants (8,625,000) Common stock issuance costs (10,561,117) Plus: Remeasurement of carrying value to redemption value 20,911,117 Contingently redeemable common stock $ 116,725,000

Private Placement

Private Placement	3 Months Ended
Private Placement	Mar. 31, 2022
Private Placement.
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Public Offering and the sale of the Units, the Sponsor purchased an aggregate of 4,639,102 Private Placement Warrants at a price of $1.00 per Private Placement Warrants, for an aggregate purchase price of $4,639,102. Each Private Placement Warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment, and will expire worthless if the Company does not complete the initial Business Combination. Private Placement Warrants The Private Placement Warrants are identical to the warrants sold in the Public Offering except that the Private Placement Warrants will not be transferable, assignable or saleable except as defined in the warrant agreement.

Related Party Transactions

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2022
Related Party Transactions
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On February 18, 2021, the Sponsor purchased ounder Shares (the “Founder Shares”) for an aggregate purchase price of or approximately per share. On March 22, 2021, the Company issued a dividend of Founder Shares for every issued and outstanding Founder Share resulting in the Sponsor holding Founder Shares. On April 9, 2021, the Company issued the representative an aggregate of Founder Shares (the “Representative Founder Shares”), of which would be forfeited if the over-allotment option was not exercised, for an aggregate purchase price of On August 2, 2021, the Sponsor and the representative forfeited for no consideration Founder Shares and 800,000 Representative Founder Shares, respectively, which were cancelled, resulting in a decrease in the total number of Founder Shares and Representative Founder Shares outstanding from shares to 4,312,500 shares, comprised of 3,112,500 Founder Shares and 1,200,000 Representative Founder Shares (see Note 6). On October 12, 2021, the Sponsor and the representative forfeited for no consideration 987,500 Founder Shares and 450,000 Representative Founder Shares, respectively, resulting in a decrease in the total number of Founder Shares outstanding from 4,312,500 shares to 2,875,000 shares, with the Sponsor holding 2,125,000 Founder Shares and the Representative holding 750,000 Representative Founder Shares. Prior to the closing of the Public Offering, our Sponsor transferred an aggregate of 15,000 Founder Shares to our independent directors, which resulted in the Sponsor holding 2,110,000 Founder Shares. All shares and associated amounts have been retroactively restated to reflect the forfeiture The 750,000 representative Founder Shares have been deemed compensation by FINRA. The excess of the fair value over the purchase price of $9,639 , is deemed to be stock compensation, which is considered an offering cost. A value of $4.75 per share was estimated to be the fair value based in comparison to similar transactions. Accordingly, a value of $9,484,857 is considered an element of offering cost of the Public Offering. The Company’s Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company entered into by the initial stockholders, and officers and directors. Those lock-up provisions provide that such securities are not transferable or salable until the earlier to occur of: (1) one year after the completion of the initial Business Combination, and (2) subsequent to the initial business combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their Public Shares for cash, securities or other property. Notwithstanding the foregoing, the Sponsor has the right to transfer its ownership in the Founder Shares at any time, and to any transferee, to the extent that the sponsor determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. Further, and notwithstanding the foregoing, if subsequent to the initial Business Combination the reported last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after our initial business combination, all of the Founder Shares will be released from the lock-up. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. As noted above, prior to the closing of the Public Offering, our Sponsor transferred 15,000 Founder Shares to our independent directors in recognition of and as compensation for their future services to the Company. The transfer of Founder Shares to these directors is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 15,000 shares granted to our independent directors was $95,529 or $6.37 per share. Compensation expense related to the Founder Shares is recognized only when the performance condition (i.e. the remediation of the lock-up provision) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date the lock-up provisions have been remediated, or are probable to be remediated, in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of the Founder Shares. As of March 31, 2022 and December 31, 2021, the Company has not yet entered into any definitive agreements in connection with any Business Combination and as such, the lock-up provisions have not been remediated and are not probable to be remediated. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s stockholders. As a result, the Company determined that, taking into account that there is a possibility that a Business Combination might not happen, no stock-based compensation expense should be recognized. Promissory Note — Related Party The Sponsor has agreed to loan the Company up to to be used for a portion of the expenses of the Public Offering. These loans are non-interest bearing, unsecured and due at the date on which the Company consummates the Public Offering. As of December 31, 2021, the Company had outstanding under the promissory note, which has been paid in full as of March 31, 2022. For the period from February 16, 2021 (inception) through March 31, 2021, the Company received $75,000 in proceeds from issuance of promissory note. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. As of March 31, 2022 and December 31, 2021, the company had $175,000 and $0 loans outstanding under the working capital loan, respectively. Administrative Service Fee The Company entered into an administrative services agreement pursuant to which the Company will pay an affiliate of the Sponsor a total of per month for office space, administrative and support services commencing on the date of the Public Offering. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022 and for the period from February 16, 2021 (inception) through March 31, 2021, the Company had incurred $30,000 and $0 pursuant to this agreement, which was accrued in "Due to related party", respectively.

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
Commitments & Contingencies	Mar. 31, 2022
Commitments & Contingencies
Commitments & Contingencies	Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants (including the underlying shares of common stock) and warrants (including the underlying shares of common stock) that may be issued upon conversion of Working Capital Loans, are entitled to registration rights pursuant to a registration rights agreement signed as of the effective date of the Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a option to purchase up to additional Units to cover any over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. The underwriters exercised the full over-allotment at the consummation of the Public Offering on October 22, 2021. The underwriters earned an underwriting discount of one percent of the gross proceeds of the Public Offering, or which was paid in cash at closing of the offering. In addition, AGP purchased 750,000 Representative Founder Shares , of which 97,826 were subject to forfeiture if the over-allotment option was not exercised, at a purchase price of $9,639 . Due to the underwriters' full exercise of their over-allotment option on October 22, 2021, these 97,826 Representative Founder Shares are no longer subject to forfeiture. Business Combination Marketing Agreement The Company has engaged AGP as an advisor in connection with its Business Combination to assist the Company in holding meetings with stockholders to discuss the potential business combination and the target businesses’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with its initial Business Combination, assist the Company in obtaining stockholder approval for the business combination, and assist the Company with press releases and public filings in connection with the initial Business Combination. The Company will pay AGP a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3% of the gross proceeds of our Public Offering, exclusive of any applicable finders’ fees which might become payable. If the Business Combination is not consummated for any reason, no fee shall be due or payable to AGP. Representative Founder Shares The representative purchased an aggregate of 750,000 Representative Founder Shares, of which 97,826 were subject to forfeiture if the over-allotment option was not exercised, at a purchase price of $9,639 . The underwriters’ over-allotment option was exercised in full on October 22, 2021 and thus no Representative Founder Shares are subject to forfeiture. The Company’s Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company entered into by the Representative, the Sponsor, and officers and directors (see Note 5). In addition, the holders of the Representative Founder Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete our initial business combination within 12 months from the closing of our Public Offering. The Representative Founder Shares have been deemed compensation by FINRA and are therefore subject to a lock-up until October 14, 2022, pursuant to Rule 5110(e)(1) of the FINRA Manual.

Stockholder's Equity (Deficit)

Stockholder's Equity (Deficit)	3 Months Ended
Stockholder's Equity (Deficit)	Mar. 31, 2022
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit)	Note 7 - Stockholder’s Equity (Deficit) Common Stock — The Company is authorized to issue shares of Common Stock with a par value of per share. As of March 31, 2022 and December 31, 2021, there were shares of Common Stock issued or outstanding, excluding 11,500,000 shares of common stock subject to possible redemption. Prior to the Public Offering, there were 4,312,500 shares of common stock issued and outstanding, of which 562,500 shares were subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full. On August 2, 2021, the Sponsor and the representative forfeited for no consideration 2,075,000 Founder Shares and 800,000 Founder Shares, respectively, which were cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares, with the Sponsor holding 3,112,500 Founder Shares and the Representative holding 1,200,000 Founder Shares. On October 12, 2021, the Sponsor and the Representative forfeited for no consideration 987,500 Founder Shares and 450,000 Founder Shares, respectively, resulting in a decrease in the total number of Founder Shares outstanding from 4,312,500 shares to 2,875,000 shares, with the Sponsor holding 2,125,000 Founder Shares and the Representative holding 750,000 Representative Founder Shares. Prior to the closing of the Public Offering, our Sponsor transferred an aggregate of 15,000 Founder Shares to our independent directors, which resulted in the Sponsor holding 2,110,000 Founder Shares. All shares and associated amounts have been retroactively adjusted to reflect the forfeiture described above. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of shares of common stock that are voted is required to approve any such matter voted on by the stockholders. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. The holders of more than of the shares that vote for the election of directors can elect all of the directors. The stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Warrants — Each warrant entitles the holder to purchase one share of the Company’s common stock at a price of per share, subject to adjustment. In addition, if (1) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company 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 and the representative or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (2) the aggregate gross proceeds from such issuances represent more than of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (3) the volume weighted average trading price of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to of the greater of the Market Value and the Newly Issued Price, and the per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless the common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit. The Company has not registered the shares of common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of 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 common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 52nd business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company has failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company has failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption given after the warrants become exercisable (the “ 30-day redemption period”) to each warrant holder; and ● If, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
Fair Value Measurements	Mar. 31, 2022
Fair Value Measurements
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that is measured at fair value on March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 116,736,541 $ 116,733,958

Subsequent Events

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to through the date that the unaudited condensed financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for Fiscal 2021, as amended by the Company’s Form 10-K/A for Fiscal 2021, as filed with the SEC on March 25, 2022, and May 13, 2022, respectively, which contain the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company Status The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, ( the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.
Use of Estimates	Use of Estimates The preparation of these unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $27,661 and $495,251 in cash as of March 31, 2022 and December 31, 2021, respectively. The Company has no cash equivalents as of March 31, 2022 and December 31, 2021.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds and in U.S. Treasury Bills with a maturity of 185 days, respectively. During the three months ended March 31, 2022, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2022 and December 31, 2021 are as follows: Gross Gross Carrying Value as of Unrealized Unrealized Fair Value as of March 31, 2022 Gains Losses March 31, 2022 Cash $ 647 $ — $ — $ 647 Money Market Funds 116,735,894 — — 116,735,894 $ 116,736,541 $ — $ — $ 116,736,541 Gross Gross Carrying Value as of Unrealized Unrealized Fair Value as of December 31, 2021 Gains Losses December 31, 2021 Cash $ 647 $ — $ — $ 647 U.S. Treasury Securities 116,731,832 1,479 — 116,733,311 $ 116,732,479 $ 1,479 $ — $ 116,733,958
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Company coverage of $250,000 . The Company has not experienced losses in these accounts.
Offering Costs Associated with Initial Public Offering	Offering Costs Associated with Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—”Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the Public Offering. Offering costs amounted to $11,381,640 and were charged to temporary equity upon the completion of the Public Offering.
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Fair Value Measurement	Fair Value Measurement 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. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares 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) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s shares of common stock sold in the Public Offering feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 11,500,000 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets.
Warrants	Warrants The Company must account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the warrants as equity-classified.
Net Loss per Common Share	Net Loss Per Common Stock Net loss per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share does not consider the effect of the 16,139,102 warrants issued in connection with the Public Offering and private placement 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 table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share: For the Three Months Ended For the period from February 16, 2021 March 31, (Inception) Through March 31, 2022 2021 Redeemable Nonredeemable Redeemable Nonredeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ (1,070,984) $ (267,746) $ — $ (365) Denominator: Weighted-average shares outstanding, including common stock subject to redemption 11,500,000 2,875,000 — 2,875,000 Basic and diluted net loss per share $ (0.09) $ (0.09) $ — $ (0.00)
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20)” and “Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
Summary of Significant Accounting Policies (Tables)	Mar. 31, 2022
Summary of Significant Accounting Policies
Schedule of carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities	The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2022 and December 31, 2021 are as follows: Gross Gross Carrying Value as of Unrealized Unrealized Fair Value as of March 31, 2022 Gains Losses March 31, 2022 Cash $ 647 $ — $ — $ 647 Money Market Funds 116,735,894 — — 116,735,894 $ 116,736,541 $ — $ — $ 116,736,541 Gross Gross Carrying Value as of Unrealized Unrealized Fair Value as of December 31, 2021 Gains Losses December 31, 2021 Cash $ 647 $ — $ — $ 647 U.S. Treasury Securities 116,731,832 1,479 — 116,733,311 $ 116,732,479 $ 1,479 $ — $ 116,733,958
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share	For the Three Months Ended For the period from February 16, 2021 March 31, (Inception) Through March 31, 2022 2021 Redeemable Nonredeemable Redeemable Nonredeemable Basic and diluted net loss per share: Numerator: Allocation of net loss $ (1,070,984) $ (267,746) $ — $ (365) Denominator: Weighted-average shares outstanding, including common stock subject to redemption 11,500,000 2,875,000 — 2,875,000 Basic and diluted net loss per share $ (0.09) $ (0.09) $ — $ (0.00)

Initial Public Offering (Tables

Initial Public Offering (Tables)	3 Months Ended
Initial Public Offering (Tables)	Mar. 31, 2022
Initial Public Offering.
Schedule of reconciliation of common stock reflected on the balance sheet	As of March 31, 2022 and December 31, 2021, the common stock reflected on the balance sheet is reconciled in the following table: Gross proceeds from the Public Offering $ 115,000,000 Less: Proceeds allocated to Public Warrants (8,625,000) Common stock issuance costs (10,561,117) Plus: Remeasurement of carrying value to redemption value 20,911,117 Contingently redeemable common stock $ 116,725,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
Fair Value Measurements (Tables)	Mar. 31, 2022
Fair Value Measurements
Schedule of company's financial assets that are measured at fair value on a recurring basis	Description Level March 31, 2022 December 31, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 116,736,541 $ 116,733,958

Organization and Business Ope_2

Organization and Business Operation (Details)	Oct. 22, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)	Mar. 31, 2022USD ($)item$ / sharesshares	Dec. 31, 2021USD ($)
Subsidiary, Sale of Stock [Line Items]
Transaction Costs			$ 1,126,138,640
Underwriting fees			1,150,000
Fair value of the representative shares			9,484,857
Other offering costs			746,783
Cash held outside the Trust Account			$ 27,661
Maturity term of U.S. government securities			185 days
Net proceeds placed in trust account			$ 100,000
Threshold period from closing of public offering entity is obligated to complete business combination			12 months
Aggregate purchase price		$ 25,000
Condition for future business combination number of businesses minimum \| item			1
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold Percentage Ownership			50
Condition for future business combination threshold Net Tangible Assets			$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100.00%
Months to complete acquisition \| item			12
Redemption period upon closure			10 days
Maximum Allowed Dissolution Expenses			$ 100,000
Working Capital Deficit			938,567
Franchise tax payable			50,000
Unsecured promissory notes outstanding			0	$ 150,000
Proceeds from issuance of promissory note		75,000	0
Loans outstanding under the working capital loan			175,000	0
Proceeds from issuance of working capital loan		$ 0	175,000
Cash in the Trust Account			$ 116,700,000	$ 116,700,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	4,639,102
Price of warrant \| $ / shares	$ 1
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares	11,500,000		1,500,000
Share price per share \| $ / shares	$ 10
Purchase price, per unit \| $ / shares	$ 10.15		$ 10.15
Payments for investment of cash in Trust Account	$ 116,725,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100.00%
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares			11,500,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares			4,639,102
Price of warrant \| $ / shares			$ 1
Proceeds from private placement warrants			$ 4,639,102
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares	$ 10
Sponsor
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price			25,000
Proceeds from Related Party Debt			$ 500,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Oct. 22, 2021	Feb. 26, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021
Cash equivalents			$ 0	$ 0
Cash			$ 27,661	495,251
Unrecognized tax benefits	$ 0			0
Unrecognized tax benefits accrued for interest and penalties				$ 0	$ 0
Shares of common stock subject to possible redemption			11,500,000	11,500,000
Investments Maximum Maturity Term			185 days
Warrants Issued			16,139,102
Initial Public Offering
Anti-dilutive securities attributable to warrants (in shares)			11,381,640
Units Issued During Period, Shares, New Issues	11,500,000		1,500,000
Share Price	$ 10
Purchase price, per unit	$ 10.15		$ 10.15
Over-allotment option
Proceeds from issuance initial public offering	$ 115,000,000
Purchase price, per unit	$ 10
Private Placement Warrants
Sale of Private Placement Warrants (in shares)	4,639,102
Price of warrant	$ 1
Public Warrants
Exercise price of warrants			$ 11.50
Percentage of gross proceeds on total equity proceeds			60.00%
Public Warrants expiration term			5 years
Public Warrants \| Initial Public Offering
Units Issued During Period, Shares, New Issues			11,500,000
Number of shares in a unit	1
Class A Common Stock \| Initial Public Offering
Units Issued During Period, Shares, New Issues		250,000
Class A Common Stock \| Public Warrants \| Initial Public Offering
Exercise price of warrants	$ 11.50

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Schedule of Held-to-maturity Securities [Line Items]
Carrying Value	$ 116,736,541	$ 116,732,479
Gross Unrealized Gains	0	1,479
Gross Unrealized Losses	0	0
Fair Value	116,736,541	116,733,958
Cash.
Schedule of Held-to-maturity Securities [Line Items]
Carrying Value	647	647
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	647	647
U.S. Treasury Securities
Schedule of Held-to-maturity Securities [Line Items]
Carrying Value	116,735,894	116,731,832
Gross Unrealized Gains	0	1,479
Gross Unrealized Losses	0	0
Fair Value	$ 116,735,894	$ 116,733,311

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Reconciliation of the numerator and denominator used to compute basic and diluted net loss per share (Details) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Denominator:
Weighted-average shares outstanding, including common stock subject to redemption, basic	2,875,000	2,875,000
Weighted-average shares outstanding, including common stock subject to redemption, diluted	2,875,000	2,875,000
Basic net loss per share	$ 0	$ (0.09)
Diluted net loss per share	$ 0	$ (0.07)
Temporary equity, shares outstanding		11,500,000	11,500,000
Redeemable common stock
Numerator:
Allocation of net loss	$ 0	$ (1,070,984)
Denominator:
Weighted-average shares outstanding, including common stock subject to redemption, basic	0	11,500,000
Weighted-average shares outstanding, including common stock subject to redemption, diluted	0	11,500,000
Basic net loss per share	$ 0	$ (0.09)
Diluted net loss per share	$ 0	$ (0.09)
Nonredeemable common stock
Numerator:
Allocation of net loss	$ (365)	$ (267,746)
Denominator:
Weighted-average shares outstanding, including common stock subject to redemption, basic	2,875,000	2,875,000
Weighted-average shares outstanding, including common stock subject to redemption, diluted	2,875,000	2,875,000
Basic net loss per share	$ 0	$ (0.09)
Diluted net loss per share	$ 0	$ (0.09)
Common stock subject to redemption
Denominator:
Temporary equity, shares outstanding		11,500,000	11,500,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Oct. 22, 2021	Feb. 26, 2021	Mar. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Period of Warrant Exercisable after Completion of Initial Business Combination			30 days
Period of Warrant Exercisable from Closing of IPO			12 months
Period of Warrants Expiration After Completion of Initial Business Combination			5 years
Common shares, par value, (per share)			$ 0.0001	$ 0.0001
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants			$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	11,500,000		1,500,000
Purchase price, per unit	$ 10.15		$ 10.15
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units sold			11,500,000
Number of shares in a unit	1
Initial Public Offering \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of units sold		250,000
Initial Public Offering \| Class A Common Stock \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants	$ 11.50
Common shares, par value, (per share)	$ 0.0001
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from IPO	$ 115,000,000
Purchase price, per unit	$ 10

Initial Public Offering - Recon

Initial Public Offering - Reconciliation of common stock reflected on the balance sheet (Details) - USD ($)	15 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Initial Public Offering.
Gross proceeds from the Public Offering	$ 115,000,000
Proceeds allocated to Public Warrants	(8,625,000)
Common stock issuance costs	(10,561,117)
Remeasurement of carrying value to redemption value	20,911,117
Contingently redeemable common stock	$ 116,725,000	$ 116,725,000

Private Placement (Details)

Private Placement (Details) - Private Placement Warrants - USD ($)	3 Months Ended
	Mar. 31, 2022	Oct. 22, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		4,639,102
Price of warrants		$ 1
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	4,639,102
Price of warrants	$ 1
Aggregate purchase price	$ 4,639,102
Exercise price of warrant	$ 11.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Oct. 12, 2021USD ($)$ / sharesshares	Aug. 02, 2021USD ($)shares	Apr. 09, 2021USD ($)shares	Mar. 22, 2021shares	Feb. 18, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)	Mar. 31, 2022USD ($)$ / sharesshares	Dec. 31, 2021shares
Related Party Transaction [Line Items]
Aggregate purchase price \| $						$ 25,000
Number of shares, net of forfeiture							15,000
Excess amount of fair value over purchase price \| $							$ 95,529
Estimated fair value per share post forfeiture \| $ / shares							$ 6.37
Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price \| $							$ 25,000
Representative
Related Party Transaction [Line Items]
Number of shares forfeited			260,869
Aggregate number of shares owned							1,200,000
Number of shares outstanding							450,000
Founder Shares
Related Party Transaction [Line Items]
Number of shares issued					4,312,500		2,875,000	2,875,000
Aggregate purchase price \| $					$ 25,000
Number of founder shares holding	987,500							2,110,000
Number of shares forfeited	987,500	2,075,000
Aggregate number of shares owned							15,000
Number of shares outstanding							3,112,500
Estimated fair value per share \| $ / shares	$ 4.75
Offering cost \| $	$ 9,484,857
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Number of shares issued					562,500
Aggregate purchase price \| $					$ 3,112,500
Share price per share \| $ / shares					$ 0.006
Dividend ratio				0.2
Number of founder shares holding	2,125,000			5,187,500
Number of shares forfeited	450,000	800,000
Aggregate number of shares owned							2,110,000
Consideration received for forfeiture of shares \| $	$ 0	$ 0
Number of shares outstanding	4,312,500	7,187,500
Number of shares, net of forfeiture	2,875,000	4,312,500
Restrictions on transfer period of time after business combination completion							1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares							$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination							20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination							30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences							150 days
Founder Shares \| Representative
Related Party Transaction [Line Items]
Number of shares issued	97,826	2,075,000	2,000,000				750,000
Aggregate purchase price \| $			$ 9,639				$ 9,639
Number of founder shares holding	2,125,000
Number of shares forfeited	750,000		1,200,000				800,000
Number of shares, net of forfeiture	750,000
Excess amount of fair value over purchase price \| $	$ 9,639

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Due to related party		$ 18,387	$ 21,290
proceeds from issuance of promissory note	$ 75,000	(150,000)
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		500,000
Outstanding balance of related party note			150,000
proceeds from issuance of promissory note	75,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Due to related party	$ 0	30,000
Administrative Support Agreement \| Affiliated Entity [Member]
Related Party Transaction [Line Items]
Expenses per month		10,000
Related Party Loans
Related Party Transaction [Line Items]
Outstanding balance of related party note		175,000	$ 0
Loan conversion agreement warrant		$ 1,500,000
Price of warrant		$ 1

Commitments & Contingencies (De

Commitments & Contingencies (Details)	Oct. 22, 2021shares	Oct. 12, 2021shares	Aug. 02, 2021shares	Apr. 09, 2021USD ($)shares	Feb. 18, 2021USD ($)shares	Mar. 31, 2021USD ($)	Mar. 31, 2022USD ($)itemshares	Dec. 31, 2021shares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price \| $						$ 25,000
Business combination cash fee based on gross proceeds (in percentage)							3.00%
Founder Shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares					4,312,500		2,875,000	2,875,000
Aggregate purchase price \| $					$ 25,000
Founder Shares \| Representative
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares		97,826	2,075,000	2,000,000			750,000
Aggregate purchase price \| $				$ 9,639			$ 9,639
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities \| item							3
Number of units sold \| shares	11,500,000						1,500,000
Underwriting discount percentage of the gross proceeds							1.00%
Underwriters Cash Discount \| $							$ 1,150,000
Over-allotment option \| Founder Shares \| Representative
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares	97,826						97,826

Stockholder's Equity (Deficit)-

Stockholder's Equity (Deficit)- Common Stock (Details)	Oct. 22, 2021$ / sharesshares	Oct. 12, 2021USD ($)shares	Aug. 02, 2021USD ($)shares	Apr. 09, 2021USD ($)shares	Mar. 22, 2021shares	Feb. 18, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)	Mar. 31, 2022USD ($)Vote$ / sharesshares	Dec. 31, 2021$ / sharesshares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)								500,000,000	500,000,000
Common shares, par value (in dollars per share) \| $ / shares								$ 0.0001	$ 0.0001
Aggregate purchase price \| $							$ 25,000
Common shares, votes per share \| Vote								1
Common shares, shares issued (in shares)								2,875,000	2,875,000
Common shares, shares outstanding (in shares)								2,875,000	2,875,000
Aggregate number of shares								11,500,000	11,500,000
Ratio to be applied to the stock in the conversion								50
Number of shares, net of forfeiture								15,000
Sponsor
Class of Stock [Line Items]
Aggregate purchase price \| $								$ 25,000
Representative
Class of Stock [Line Items]
Number of shares outstanding								450,000
Number of shares forfeited				260,869
Founder Shares
Class of Stock [Line Items]
Number of shares issued						4,312,500		2,875,000	2,875,000
Aggregate purchase price \| $						$ 25,000
Number of founder shares holding		987,500							2,110,000
Number of shares outstanding								3,112,500
Number of shares forfeited		987,500	2,075,000
Founder Shares \| Sponsor
Class of Stock [Line Items]
Number of shares issued						562,500
Aggregate purchase price \| $						$ 3,112,500
Share price per share \| $ / shares						$ 0.006
Dividend ratio					0.2
Number of founder shares holding		2,125,000			5,187,500
Number of shares outstanding		4,312,500	7,187,500
Number of shares forfeited		450,000	800,000
Number of shares, net of forfeiture		2,875,000	4,312,500
Consideration received for forfeiture of shares \| $		$ 0	$ 0
Founder Shares \| Representative
Class of Stock [Line Items]
Number of shares issued		97,826	2,075,000	2,000,000				750,000
Aggregate purchase price \| $				$ 9,639				$ 9,639
Number of founder shares holding		2,125,000
Number of shares forfeited		750,000		1,200,000				800,000
Number of shares, net of forfeiture		750,000
Over-allotment option
Class of Stock [Line Items]
Share price per share \| $ / shares	$ 10
Over-allotment option \| Founder Shares \| Representative
Class of Stock [Line Items]
Number of shares issued	97,826							97,826
Director \| Founder Shares
Class of Stock [Line Items]
Number of shares issued									15,000
Class A Common Stock \| Founder Shares
Class of Stock [Line Items]
Number of shares outstanding						4,312,500
Common stock subject to redemption
Class of Stock [Line Items]
Aggregate number of shares								11,500,000	11,500,000

Stockholder's Equity (Deficit)

Stockholder's Equity (Deficit) - Warrants (Details)	3 Months Ended
Stockholder's Equity (Deficit) - Warrants (Details)	Mar. 31, 2022D$ / shares
Class of Warrant or Right [Line Items]
Trading period after business combination used to measure dilution of warrant \| D	15
Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption period	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Public Warrants expiration term	5 years
Exercise price of warrants	$ 11.50
Threshold issue price per share	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants \| D	30
Threshold number of business days before sending notice of redemption to warrant holders \| D	10
Redemption period	30 days
Share Price Trigger Used To Measure Dilution Of Warrant	$ 18

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Assets:
Cash and marketable securities held in Trust Account	$ 116,736,541	$ 116,732,479
Level 1 \| Recurring
Assets:
Cash and marketable securities held in Trust Account	$ 116,736,541	$ 116,733,958