Sagaliam Acquisition (SAGAR) 10-K 12 Apr 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	9 Months Ended
	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2021
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-41182
Entity Registrant Name	SAGALIAM ACQUISITION CORP.
Entity Central Index Key	0001855351
Entity Tax Identification Number	86-3006717
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1800 Avenue of the Stars
Entity Address, Address Line Two	Suite 1475
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90067
City Area Code	(213)
Local Phone Number	616-0011
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 0
ICFR Auditor Attestation Flag	false
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	Tampa, FL
Units Each Consisting Of One Share Of Class Common Stock Par Value 0.0001 Per Share And One Right [Member]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one Right
Trading Symbol	SAGAU
Security Exchange Name	NASDAQ
Class Common Stock Included as Part of Units [Member]
Title of 12(b) Security	Class A common stock included as part of the units
Trading Symbol	SAGA
Security Exchange Name	NASDAQ
Rights Included as Part Of Units [Member]
Title of 12(b) Security	Rights included as part of the units
Trading Symbol	SAGAR
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		12,015,000
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,875,000

Balance Sheet

Balance Sheet	Dec. 31, 2021USD ($)
Current Assets
Cash	$ 762,040
Prepaid expenses – current	201,377
Total current assets	963,417
Prepaid expense – non-current	100,690
Cash held in Trust Account	116,157,019
Total assets	117,221,126
Liabilities and Stockholders’ Deficit
Accrued expenses	75,995
Franchise tax payable	150,000
Deferred underwriting fee payable	4,025,000
Total liabilities	4,250,995
Commitments and Contingencies
Class A common stock; 11,500,000 shares, subject to possible redemption at $10.10 per share	116,150,000
Stockholders’ Deficit:
Accumulated deficit	(3,180,209)
Total Stockholders’ deficit	(3,179,869)
Total Liabilities and Stockholders’ Deficit	117,221,126
Common Class A [Member]
Stockholders’ Deficit:
Common stock value	52
Common Class B [Member]
Stockholders’ Deficit:
Common stock value	$ 288

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	Dec. 31, 2021USD ($)$ / sharesshares
[custom:TemporaryEquityAggregateSharesOfRedemptionRequirement-0] | $	$ 11,500,000
Temporary Equity, Redemption Price Per Share | $ / shares	$ 10.10
Preferred Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Shares Outstanding	0
Common Class A [Member]
Common stock, Par value | $ / shares	$ 0.0001
Common stock, Shares authorizied	100,000,000
Common stock, Shares issued	515,000
Common stock, Shares outstanding	515,000
Common Class B [Member]
Common stock, Par value | $ / shares	$ 0.0001
Common stock, Shares authorizied	10,000,000
Common stock, Shares issued	2,875,000
Common stock, Shares outstanding	2,875,000

Statement of Operations

Statement of Operations	9 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Operating costs	$ 10,806
Administrative service agreement	160,000
Franchise tax expense	150,000
Total Expenses	320,806
Loss from operations	(320,806)
Other income:
Income earned on marketable securities held in Trust Account	7,019
Total other income	7,019
Net Loss	(313,787)
Common Class A [Member]
Other income:
Net Loss	$ (33,092)
Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares | shares	334,545
Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption and non – redeemable ordinary shares | $ / shares	$ (0.10)
Non-redeemable Ordinary Shares [Member]
Other income:
Net Loss	$ (280,695)
Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares | shares	2,837,709
Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption and non – redeemable ordinary shares | $ / shares	$ (0.10)

Statement of Changes in Stockho

Statement of Changes in Stockholders' Deficit - 9 months ended Dec. 31, 2021 - USD ($)	Common Class A [Member]Common Stock [Member]	Common Class A [Member]	Common Class B [Member]Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance at Mar. 30, 2021
Beginning balance, shares at Mar. 30, 2021
Issuance of Founder’s Shares to Sponsor			$ 288	24,712		25,000
Issuance of Founder's Shares to Sponsor, shares			2,875,000
Issuance of Representative Shares	$ 12			1,149,988		1,150,000
Issuance of Representative Shares, shares	115,000
Net Proceeds from Sale of Class A Public Rights				10,233,712		10,233,712
Net Proceeds from Sale of Private Placement Class A Units	$ 40			2,776,016		2,776,056
Net Proceeds from Sale of Private Placement Class A Units, shares	400,000
Sale of Class B Founder’s Shares to Anchor Investors				1,634,620		1,634,620
Accretion of Class A Ordinary Shares subject to Possible Redemption				(15,819,048)	(2,866,422)	(18,685,470)
Net Loss		$ (33,092)			(313,787)	(313,787)
Ending balance at Dec. 31, 2021	$ 52		$ 288		$ (3,180,209)	$ (3,179,869)
Ending balance, shares at Dec. 31, 2021	515,000		2,875,000

Statement of Cash Flows

Statement of Cash Flows	9 Months Ended
	Dec. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (313,787)
Changes in operating assets and liabilities:
Interest income on assets held in trust	(7,019)
Prepaid expenses	(302,067)
Accrued expenses	20,000
Franchise tax payable	150,000
Net cash used in operating activities	(452,873)
Cash flows from Investing Activities:
Cash deposited in Trust Account	(116,150,000)
Cash used in investing activities	(116,150,000)
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting discount paid	113,865,000
Proceeds from the sale of private units	4,000,000
Proceeds from promissory note – related party	147,800
Repayment of promissory note – related party	(364,868)
Offering costs paid	(283,019)
Net cash provided by financing activities	117,364,913
Net Change in Cash	762,040
Cash - Beginning of period
Cash - End of period	762,040
Non-cash investing and financing activities
Issuance of founder’s shares	25,000
Offering costs included in accrued offering costs	55,995
Deferred underwriting fee	4,025,000
Initial classification of Class A Common Stock subject to redemption to temporary equity	116,150,000
Offering costs paid by Sponsor directly through promissory note	217,068
Fair value of founder’s shares transferred to anchor investors	1,634,620
Issuance of representative shares	$ 1,150,000

Description of Organization and

Description of Organization and Business Operations and Liquidity	9 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations and Liquidity	Note 1 – Description of Organization and Business Operations and Liquidity Sagaliam Acquisition Corp. (the “Company”) is a blank check company incorporated in the state of Delaware on March 31, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”). The Company has selected December 31 as its fiscal year end. The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period from March 31, 2021 (inception) through December 31, 2021 relates to the Company’s formation, initial public offering and search for a business combination target. The registration statement for the Company’s initial public offering was declared effective on December 20, 2021. On December 23, 2021, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $ 10.00 per Unit, generating total gross proceeds of $ 115,000,000 , which is described in Note 3. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 400,000 units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit in a private placement to the Company’s Sponsor, Sagaliam Sponsor, LLC (the “Sponsor”), generating gross proceeds of $ 4,000,000 , which is described in Note 4. Transaction costs amounted to $8,525,729 , consisting of $ 4,025,000 of deferred underwriting fees, $ 1,150,000 for the fair value of Class A shares issued to underwriter as representative shares (see Note 6), $ 1,634,620 for the fair value of the Founder Shares in excess of amounts paid by anchor investors (see Note 5), and $566,109 of offering costs. The Company’s remaining cash after payment of the offering costs is held outside of the Trust Account for working capital purposes. Following the closing of the initial public offering on December 23, 2021, an amount of $ 10.10 per unit or an aggregate of $ 116,150,000 has been placed in a trust account , (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations (less up to $ 150,000 of interest to pay dissolution expenses), the proceeds from this offering and the sale of the Private Placement Units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 12 months (or 13 to 18 months, as applicable) from the closing of this 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 Company’s 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 (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) 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. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $ 10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). Note 1 – Description of Organization and Business Operations and Liquidity The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity as of the Public Offering, in accordance with 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 12 months from the closing of the Public Offering, unless such period is extended. If the Company has executed a definitive agreement and filed a proxy statement for an initial business combination within 12 months from the closing of the Public Offering, the period of time the Company will have to consummate an initial business combination will be automatically extended by an additional four months to an aggregate of 16 months without additional cost. However, if the Company is not able to consummate an initial business combination within 12 months and the Company has not entered into a definitive agreement or filed a proxy statement for an initial business combination by such date, the Company may, by resolution of the board if requested by the sponsor, extend the time available to consummate an initial business combination for an additional three months up to two times (for a total of 18 months to complete a business combination) by paying into the trust account $ 1,150,000 0.10 150,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law . There will be no redemption rights or liquidating distributions with respect to the Company’s Rights, which will expire worthless if the Company fails to complete an initial business combination within the Combination Period. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to 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 this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Note 1 – Description of Organization and Business Operations and Liquidity Liquidity, Capital Resources, and Going Concern As of December 31, 2021, the Company had $ 762,040 in its operating bank accounts, $ 116,157,019 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and a working capital of $ 737,422 . 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. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 23, 2023 (12 months from Public Offering plus extension periods as discussed above) to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 23, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by June 23, 2023. In addition, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of June 23, 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 – Significant Accounting Policies Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Note 2 – Significant Accounting Policies Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U. S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in other income earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair value of investments held in Trust Account are determined using available market information. As of December 31, 2021, the Company had $ 116,157,019 in cash held in the Trust Account. Note 2 – Significant Accounting Policies Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by charges against additional paid-in capital and accumulated deficit. As of December 31, 2021, 11,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Offering Costs associated with the 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 8,525,729 consisting of $ 1,150,000 of underwriting fees, $ 4,025,000 of deferred underwriting fees, $ 1,150,000 for underwriting related costs recognized for representative shares, $ 1,634,620 for the fair value of the Founder Shares in excess of amounts paid by anchor investors (see Note 5), and $ 566,109 of other offering costs. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes 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. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on March 31, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Note 2 – Significant Accounting Policies Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and loses are shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares. Non-redeemable ordinary shares include Founder, Private Placement, and Representative Shares as these shares do not have any redemption features. Diluted net loss per share is the same as basic net loss per share for the period March 31, 2021 (inception) to December 31, 2021. Accretion associated with the redeemable ordinary shares is excluded from income loss per ordinary share as the redemption amount approximates fair value. The calculation of diluted net loss per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement that convert into 1,487,500 ordinary shares since the conversion of the rights into ordinary shares is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then shares in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per ordinary share: For the period beginning March 31, 2021 (inception) to December 31, 2021 Summary of Basic and Diluted Net Income (Loss) per Common Share Class A ordinary shares Non-redeemable ordinary shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (33,092 ) $ (280,695 ) Denominator: Basic and diluted weighted average shares outstanding 334,545 2,837,709 Basic and diluted net loss per share $ (0.10 ) $ (0.10 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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 Company is currently reviewing what impact, if any, adoption will have on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Dec. 31, 2021
Initial Public Offering
Initial Public Offering	Note 3 – Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, at a purchase price of $ 10.00 per Unit. Each unit consists of one share of Class A common stock, and one right (“Public Right”). Each Public Right will entitle the holder to receive one-eighth of one share of Class A common stock at the closing of a Business Combination. (See Note 7).

Private Placement

Private Placement	9 Months Ended
	Dec. 31, 2021
Private Placement
Private Placement	Note 4 – Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 400,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, for an aggregate purchase price of $ 4,000,000 . Each Private Right consists of one share of Class A common stock (“Private Placement Share”) and one right (“Private Placement Right”). Each Private Placement Right entitles the holder to receive one-eighth of one share of Class A common stock at the closing of a Business Combination. The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination during the Combination Period or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete its initial business combination during the Combination Period . In addition, the Company’s Sponsor, officers and directors have agreed to vote any Founder Shares and Private Placement Shares held by them and any public shares purchased during or after the Proposed Public Offering (including in open market and privately negotiated transactions) in favor of the Company’s initial business combination.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 – Related Party Transactions Founder Shares On April 5, 2021, the Company issued 2,875,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for $ 25,000 in cash, or approximately $ 0.009 per share, in connection with formation (up to 375,000 of which are subject to forfeiture by the Sponsor if the underwriters’ over-allotment option is not exercised in full or in part). Thereafter, the Sponsor transferred a total of 225,000 Founder Shares to the Company’s officers and director nominees. The transfer of the Founder Shares to the officers and director nominees is within the scope of FASB ASC 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 and expensed when earned. Shares granted to these individuals are forfeited if their status as officer or director is terminated for any reason prior to the date of the initial business combination, and as such, there has been no stock-based compensation expense recognized in the accompanying financial statements. The Sponsor and the Company’s officers and director nominees will collectively own 20 % of the Company’s issued and outstanding shares after the Public Offering (assuming that none of the Sponsor and the Company’s officers and director nominees purchase any Public Shares in the Public Offering and excluding the Private Placement Shares and Representative’s Shares (as defined below). All share and per-share amounts have been retroactively restated. Note 5 – Related Party Transactions Founder Shares The initial holders of the Founder Shares have agreed not to transfer, assign or sell any of the Founder Shares until the earlier of (i) one year after the date of the consummation of the Company’s initial business combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s shares of Class A 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 150 days after the Company’s initial business combination, the Founder Shares will no longer be subject to such transfer restrictions. A total of ten anchor investors each purchased an allocation of units as determined by the underwriters, in the Initial Public Offering at the offering price of $ 10.00 per unit. Pursuant to such units, the anchor investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other public shareholders. Further, the anchor investors are not required to (i) hold any units, Class A common stock or rights they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A common stock they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their public shares at the time of the Business Combination. The anchor investors will have the same rights to the funds held in the trust account with respect to the Class A common stock underlying the units purchased in the Initial Public Offering as the rights afforded to the Company’s other public shareholders. Each anchor investor entered into separate investment agreements with the Company and the Sponsor pursuant to which each anchor investor purchased a specified number of Units for an aggregate of 990,000 Units at a purchase price of $ 10.00 per unit. In addition, the Sponsor sold the ten anchor investors an aggregate of 200,000 of Founder Shares at a purchase price of $ 0.0029 per share. Pursuant to the investment agreements, the anchor investors have agreed to (a) vote any Founder Shares held by them in favor of the Business Combination and (b) subject any Founder Shares held by them the same lock-up restrictions as the Founder Shares held by the Sponsor. The Company estimated the fair value of the 200,000 Founder Shares attributable to the anchor investors to be worth approximately $ 1,635,200 or $ 8.176 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $ 580 was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost have been allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Promissory Note – Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 400,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This unsecured loan was non-interest bearing and payable on the earlier of (i) December 31, 2021, or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note was repaid on December 23, 2021, upon the closing of the Initial Public Offering. Administrative Support Agreement The Company has entered into an agreement with the Sponsor commencing May 1, 2021, to pay a total of 20,000 per month for officer’s salaries, office space, secretarial and administrative services. Upon the completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. Note 5 – Related Party Transactions Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to 1,500,000 of such Working Capital Loans may be convertible into Units of the post Business Combination entity at a price of $ 10.00 per Unit. The Units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021 the Company had no

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 – Commitments and Contingencies Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Units and rights may be issued Units upon conversion of Working Capital Loans to Class A common stock issuable upon the exercise of the Private Placement statements. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of one percent ( 1 %) of the gross proceeds of the Public Offering, or $ 1,150,000 . The Company has also agreed to issue to EF Hutton, the representative of underwriters, and/or its designees, 115,000 3.5 % of the gross proceeds of the Public Offering upon the completion of the Company’s initial business combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders_ Equity

Stockholders’ Equity	9 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Stockholders’ Equity	Note 7 – Stockholders’ Equity Class A Common Stock 100,000,000 Class A common stock with a par value of $ 0.0001 per share. At December 31, 2021, there were 515,000 Class A common stock issued and outstanding, excluding 11,500,000 Class A common stock subject to possible redemption. Class B Common Stock 10,000,000 Class B common stock with a par value of $ 0.0001 per share. At December 31, 2021, there were 2,875,000 Class B common stock issued and outstanding. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 (not including the Private Placement Shares and Representative’s Shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any units issued to the Sponsor, its affiliates or certain of officers and directors upon conversion of working capital loans made to the Company). Note 7 – Stockholders’ Equity Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote, except as required by law or the Company’s amended and restated certificate of incorporation. Preferred Shares 1,000,000 shares of preferred shares, par value $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021, there were no preferred shares issued or outstanding. Rights holder of a right will automatically receive one-eighth (1/8) of one share of Class A common stock upon consummation of a Business Combination, except in cases where we are not the surviving company in a business combination or the registered holder of a certificated right fails to tender their original rights certificate, and even if the holder of such right redeemed all shares of Class A common stock held by it in connection with a Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the Proposed Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of shares of Class A common stock will receive in the transaction on an as-exchanged for Class A common stock basis, and each holder of a Public Right will be required to affirmatively exchange its Public Rights in order to receive the 1/8 share underlying each Public Right (without paying any additional consideration) upon consummation of a Business Combination. More specifically, the Public Rights holder will be required to indicate its election to exchange the Public Right for the underlying shares as well as to return the original rights certificates to the Company within a fixed period of time after which period the rights will expire worthless. Pursuant to the rights agreement, a rights holder may exchange rights only for a whole number of shares of Class A common stock. This means that the Company will not issue fractional shares in connection with an exchange of rights and rights may be exchanged only in multiples of 8 rights (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like). Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Dividends The Company has not paid any cash dividends on the common stock to date and does not intend to pay cash dividends prior to the completion of the initial Business Combination.

Income Tax

Income Tax	9 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Tax	Note 8 - Income Tax The Company’s net deferred tax assets (liability) at December 31, 2021 is as follows: Schedule of Deferred Tax Assets December 31, 2021 Deferred tax assets Net operating loss carryforward $ 30,026 Startup/Organization Expenses 35,869 Total deferred tax assets Valuation Allowance (65,895 ) Deferred tax assets, net of allowance $ — The income tax provision for the period from March 31, 2021 (inception) through December 31, 2021 consists of the following: Schedule of Components of Income Tax Provision December 31, 2021 Federal Current $ — Deferred (65,895 ) State Current — Deferred — Change in valuation allowance 65,895 Income tax provision $ — As of December 31, 2021, the Company has $ 142,982 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from March 31, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $ 65,895 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31, Statutory federal income tax rate 21.0 % Valuation allowance (21.0 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and California and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2021 remain open and subject to examination.

Subsequent Events

Subsequent Events	9 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U. S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in other income earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair value of investments held in Trust Account are determined using available market information. As of December 31, 2021, the Company had $ 116,157,019 in cash held in the Trust Account.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by charges against additional paid-in capital and accumulated deficit. As of December 31, 2021, 11,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the 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 8,525,729 consisting of $ 1,150,000 of underwriting fees, $ 4,025,000 of deferred underwriting fees, $ 1,150,000 for underwriting related costs recognized for representative shares, $ 1,634,620 for the fair value of the Founder Shares in excess of amounts paid by anchor investors (see Note 5), and $ 566,109 of other offering costs.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes 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. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on March 31, 2021, the evaluation was performed for the upcoming 2021 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Net Loss per Ordinary Share	Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and loses are shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares. Non-redeemable ordinary shares include Founder, Private Placement, and Representative Shares as these shares do not have any redemption features. Diluted net loss per share is the same as basic net loss per share for the period March 31, 2021 (inception) to December 31, 2021. Accretion associated with the redeemable ordinary shares is excluded from income loss per ordinary share as the redemption amount approximates fair value. The calculation of diluted net loss per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement that convert into 1,487,500 ordinary shares since the conversion of the rights into ordinary shares is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then shares in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per ordinary share: For the period beginning March 31, 2021 (inception) to December 31, 2021 Summary of Basic and Diluted Net Income (Loss) per Common Share Class A ordinary shares Non-redeemable ordinary shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (33,092 ) $ (280,695 ) Denominator: Basic and diluted weighted average shares outstanding 334,545 2,837,709 Basic and diluted net loss per share $ (0.10 ) $ (0.10 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Standards	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 Company is currently reviewing what impact, if any, adoption will have on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Basic and Diluted Net Income (Loss) per Common Share	The table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per ordinary share: For the period beginning March 31, 2021 (inception) to December 31, 2021 Summary of Basic and Diluted Net Income (Loss) per Common Share Class A ordinary shares Non-redeemable ordinary shares Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (33,092 ) $ (280,695 ) Denominator: Basic and diluted weighted average shares outstanding 334,545 2,837,709 Basic and diluted net loss per share $ (0.10 ) $ (0.10 )

Income Tax (Tables)

Income Tax (Tables)	9 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets	The Company’s net deferred tax assets (liability) at December 31, 2021 is as follows: Schedule of Deferred Tax Assets December 31, 2021 Deferred tax assets Net operating loss carryforward $ 30,026 Startup/Organization Expenses 35,869 Total deferred tax assets Valuation Allowance (65,895 ) Deferred tax assets, net of allowance $ —
Schedule of Components of Income Tax Provision	The income tax provision for the period from March 31, 2021 (inception) through December 31, 2021 consists of the following: Schedule of Components of Income Tax Provision December 31, 2021 Federal Current $ — Deferred (65,895 ) State Current — Deferred — Change in valuation allowance 65,895 Income tax provision $ —
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31, Statutory federal income tax rate 21.0 % Valuation allowance (21.0 )% Income tax provision 0.0 %

Description of Organization a_2

Description of Organization and Business Operations and Liquidity (Details Narrative) - USD ($)	Dec. 23, 2021	Dec. 31, 2021	Apr. 05, 2021
Shares Issued, Price Per Share		$ 10.10
Proceeds from issuance of stock		$ 113,865,000
Proceeds from issuance of private placement		4,000,000
Transaction costs		8,525,729
Deferred underwriting fees		4,025,000
Stock Issued During Period, Value, Other		1,150,000
Fair value of founders shares transferred to anchor investors		1,634,620
Offering costs		566,109
Franchise tax payable		150,000
Payments to Acquire Restricted Investments		116,150,000
Cash		762,040
Marketable Securities		116,157,019
Working capital		737,422
Sponsor [Member]
Franchise tax payable		$ 150,000
Sponor [Member]
Shares Issued, Price Per Share		$ 0.10
Payments to Acquire Restricted Investments		$ 1,150,000
Minimum [Member]
Finite-Lived Intangible Assets, Net		$ 5,000,001
Maximum [Member]
Shares Issued, Price Per Share		$ 10.10
IPO [Member]
Number of shares issued		11,500,000
Shares Issued, Price Per Share	$ 10.10	$ 10
Amount placed in trust account	$ 116,150,000
Franchise tax payable	$ 150,000
Private Placement [Member]
Shares Issued, Price Per Share		$ 10
Slae of stock		400,000
Proceeds from issuance of private placement		$ 4,000,000
Private Placement [Member] | Sponsor [Member]
Shares Issued, Price Per Share		$ 10
Proceeds from issuance of stock		$ 4,000,000
Slae of stock		400,000
Common Class A [Member]
Shares Issued, Price Per Share			$ 12
Common Class A [Member] | IPO [Member]
Number of shares issued	11,500,000
Shares Issued, Price Per Share	$ 10
Proceeds from issuance of stock	$ 115,000,000

Summary of Basic and Diluted Ne

Summary of Basic and Diluted Net Income (Loss) per Common Share (Details)	9 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Allocation of net loss	$ (313,787)
Common Class A [Member]
Allocation of net loss	$ (33,092)
Basic and diluted weighted average shares outstanding | shares	334,545
Basic and diluted net loss per share | $ / shares	$ (0.10)
Non-redeemable Ordinary Shares [Member]
Allocation of net loss	$ (280,695)
Basic and diluted weighted average shares outstanding | shares	2,837,709
Basic and diluted net loss per share | $ / shares	$ (0.10)

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative)	9 Months Ended
	Dec. 31, 2021USD ($)shares
Subsidiary, Sale of Stock [Line Items]
Assets Held-in-trust, Noncurrent	$ 116,157,019
Temporary Equity, Shares Authorized | shares	11,500,000
Offering costs	$ 8,525,729
Underwriting fees	1,150,000
Deferred underwriting fees	4,025,000
Uunderwriting related costs	1,150,000
Fair value of founders shares transferred to anchor investors	1,634,620
Other offering costs	566,109
Unrecognized tax benefits	0
Income tax accrued interest and penalties	0
Cash insured amount	$ 250,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares	1,487,500

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - $ / shares	9 Months Ended
	Dec. 31, 2021	Dec. 23, 2021
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share	$ 10.10
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	11,500,000
Shares Issued, Price Per Share	$ 10	$ 10.10
Sale of Stock, Description of Transaction	Each unit consists of one share of Class A common stock, and one right (“Public Right”). Each Public Right will entitle the holder to receive one-eighth of one share of Class A common stock at the closing of a Business Combination. (See Note 7).

Private Placement (Details Narr

Private Placement (Details Narrative)	9 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share	$ 10.10
Proceeds from Issuance Initial Public Offering | $	$ 113,865,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	400,000
Shares issued price per share	$ 10
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares	400,000
Shares issued price per share	$ 10
Proceeds from Issuance Initial Public Offering | $	$ 4,000,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Dec. 23, 2021	Apr. 05, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Number of shares issued value			$ 25,000
Share price			$ 10.10
Offering cost			$ 283,019
Working capital loans			$ 1,500,000
Conversion price per share			$ 10
Loan borrowing amount			$ 0
Unsecured Promissory Note [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount			400,000
Administration and Support Services [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Accrued Salaries			$ 20,000
Investment Agreement [Member]
Related Party Transaction [Line Items]
Sale of stock shares issued			200,000
Sale of Stock, Price Per Share			$ 0.0029
IPO [Member]
Related Party Transaction [Line Items]
Number of shares issued			11,500,000
Share price	$ 10.10		$ 10
Maximum [Member]
Related Party Transaction [Line Items]
Share price			10.10
Officer and Director Nominees [Member] | IPO [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage		20.00%
Anchor Investors [Member] | Investment Agreement [Member]
Related Party Transaction [Line Items]
Share price			$ 10
Sale of stock shares issued			990,000
Anchor Investors [Member] | IPO [Member]
Related Party Transaction [Line Items]
Share price			$ 10
Anchor Investors [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Number of shares issued			200,000
Number of shares issued value			$ 1,635,200
Share price			$ 8.176
Offering cost			$ 580
Common Class B [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Number of shares issued		2,875,000
Number of shares issued value		$ 25,000
Share price		$ 0.009
Common Class B [Member] | Founder Shares [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited		375,000
Common Class B [Member] | Officer and Director Nominees [Member]
Related Party Transaction [Line Items]
Sale of stock shares issued		225,000
Common Class A [Member]
Related Party Transaction [Line Items]
Share price		$ 12
Common Class A [Member] | IPO [Member]
Related Party Transaction [Line Items]
Number of shares issued	11,500,000
Share price	$ 10

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	9 Months Ended
	Dec. 31, 2021USD ($)shares
Other Commitments [Line Items]
Proceeds from initial public offering, net of underwriting discount paid	$ 113,865,000
Underwriting Agreement [Member]
Other Commitments [Line Items]
Cash underwriting discount percentage	1.00%
Proceeds from initial public offering, net of underwriting discount paid	$ 1,150,000
Underwriting Agreement [Member] | Common Class A [Member]
Other Commitments [Line Items]
Number of shares issued | shares	115,000
Underwriters Agreement [Member] | Underwritting Deferred Fee [Member]
Other Commitments [Line Items]
Deferred underwriting discount percentage	3.50%

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative)	Dec. 31, 2021$ / sharesshares
Class of Stock [Line Items]
Shares subject to possible redemption	11,500,000
Conversion basis percentage	20.00%
Preferred stock, shares authorizied	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001
Preferred Stock, Shares Outstanding	0
Preferred Stock, Shares Issued	0
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	100,000,000
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Common Stock, Shares, Outstanding	515,000
Common Stock, Shares, Issued	515,000
Shares subject to possible redemption	11,500,000
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	10,000,000
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Common Stock, Shares, Outstanding	2,875,000
Common Stock, Shares, Issued	2,875,000

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets (Details)	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 30,026
Startup/Organization Expenses	35,869
Valuation Allowance	(65,895)
Deferred tax assets, net of allowance

Schedule of Components of Incom

Schedule of Components of Income Tax Provision (Details)	9 Months Ended
	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Current
Deferred	(65,895)
Current
Deferred
Change in valuation allowance	65,895
Income tax provision

Schedule of Effective Income Ta

Schedule of Effective Income Tax Rate Reconciliation (Details)	9 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%
Valuation allowance	(21.00%)
Income tax provision	0.00%

Income Tax (Details Narrative)

Income Tax (Details Narrative)	9 Months Ended
	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryovers	$ 142,982
Change in valuation allowance	$ 65,895