Minority Equality Opportunities Acquisition (MEOA) 10-Q 23 May 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 23, 2022
Document Information Line Items
Entity Registrant Name	MINORITY EQUALITY OPPORTUNITIES ACQUISITION INC.
Trading Symbol	MEOA
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001859310
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40756
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3436718
Entity Address, Address Line One	100 Executive Court
Entity Address, City or Town	Waxahachie
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75165
City Area Code	(214)
Local Phone Number	444-7321
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		12,808,125
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		3,162,500

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Assets:
Cash	$ 203,304	$ 264,755
Prepaid expenses	404,809	372,468
Total current assets	608,113	637,223
Cash held in Trust Account	128,408,365	128,400,078
Prepaid expenses - noncurrent	143,798	231,243
Total assets	129,160,276	129,268,544
Liabilities, Redeemable Common Stock and Stockholder’s Deficit
Accrued offering costs and expenses	168,962	254,276
Due to Sponsor		10,000
Working capital loans – related party	337,000
Total current liabilities	505,962	264,276
Warrant liabilities	3,553,215	7,879,959
Deferred underwriting fee	4,554,000	4,554,000
Total liabilities	8,613,177	12,698,235
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 12,650,000 shares at redemption value, $10.15 per share as of March 31, 2022 and December 31, 2021	128,397,500	128,397,500
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 158,125 issued and outstanding as of March 31, 2022 and December 31, 2021 (excluding 12,650,000 shares subject to possible redemption)	16	16
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 3,162,500 shares issued and outstanding as of March 31, 2022 and December 31, 2021	316	316
Additional paid-in capital
Accumulated deficit	(7,850,733)	(11,827,524)
Total stockholder’s deficit	(7,850,401)	(11,827,192)
Total Liabilities, Redeemable Common Stock and Stockholder’s Deficit	$ 129,160,276	$ 129,268,544

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Subject to possible redemption	12,650,000	12,650,000
Redemption value, per share (in Dollars per share)	$ 10.15	$ 10.15
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	158,125	158,125
Common stock, shares outstanding	158,125	158,125
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	3,162,500	3,162,500
Common stock, shares outstanding	3,162,500	3,162,500

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Formation and operating costs	$ 547	$ 358,240
Loss from operations	(547)	(358,240)
Other income
Interest income earned on cash held in trust account		8,287
Offering costs allocated to warrants
Change in fair value of warrant liabilities		4,326,744
Total other income		4,335,031
Net income (loss)	$ (547)	$ 3,976,791
Class A Common Stock
Other income
Basic and diluted weighted average shares outstanding (in Shares)		12,808,125
Basic and diluted net income (loss) per common stock (in Dollars per share)		$ 0.25
Class B Common Stock
Other income
Basic and diluted weighted average shares outstanding (in Shares)		3,162,500
Basic and diluted net income (loss) per common stock (in Dollars per share)	$ 0	$ 0.25

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Feb. 17, 2021
Balance (in Shares) at Feb. 17, 2021
Net Income (Loss)				(547)	(547)
Balance at Mar. 31, 2021				(547)	(547)
Balance (in Shares) at Mar. 31, 2021
Balance at Dec. 31, 2021	$ 16	$ 316		(11,827,524)	(11,827,192)
Balance (in Shares) at Dec. 31, 2021	158,125	3,162,500
Net Income (Loss)				3,976,791	3,976,791
Balance at Mar. 31, 2022	$ 16	$ 316		$ (7,850,733)	$ (7,850,401)
Balance (in Shares) at Mar. 31, 2022	158,125	3,162,500

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Cash Flows - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (547)	$ 3,976,791
Interest Income earned		(8,287)
Formation costs paid by related party
Change in fair value of warrant liabilities		(4,326,744)
Changes in current assets and liabilities:
Prepaid expenses		55,103
Due to sponsor		(10,000)
Accrued offering costs and expenses	547	(85,314)
Net cash used in operating activities		(398,451)
Cash flows from financing activities:
Proceeds from working capital loans – related party		337,000
Net cash provided by financing activities		337,000
Net change in cash		(61,451)
Cash, beginning of the period		264,755
Cash, end of the period		203,304
Supplemental disclosure of non-cash financing activities:
Accrued deferred offering costs	$ 68,822

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 - Organization and Business Operations Minority Equality Opportunities Acquisition Inc. (the “Company”) was incorporated as a Delaware corporation on February 18, 2021. The Company was incorporated 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”). The Company has not selected any Business Combination target. The Company may pursue an initial Business Combination target in any business or industry. As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 relates to the Company’s formation and preparation for the Initial Public Offering (the “Public Offering” or “IPO”) as described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. Financing The Company’s sponsor is Minority Equality Opportunities Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2021 (the “Effective Date”). On August 30, 2021, the Company consummated the IPO of 12,650,000 units (the “Units”, and with respect to the Class A common stock included in the units, the “public shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 1,650,000 Units, at $10.00 per Unit generating gross proceeds of $126,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,027,500 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to the Sponsor and to Maxim Partners LLC, generating gross proceeds to the Company of $6,027,500, which is described in Note 4. A total of 5,395,000 Private Placement Warrants were issued to the Sponsor and a total of 632,500 Private Placement Warrants were issued to Maxim Partners LLC. The Company also issued 158,125 shares of Class A common stock to Maxim Group LLC (“Maxim”), the representative of the underwriters, which is deemed compensation by FINRA and therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the IPO (the “representative’s common stock”). Additionally, Maxim has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate the initial Business Combination). Transaction costs amounted to $8,998,713, consisting of $2,403,500 of underwriting fees, $4,554,000 of deferred underwriting fees, $586,779 of other offering costs, and $1,454,434 of the fair value of the representative’s common stock. Of the $8,998,713 aggregate transaction costs, $741,209 was allocated to expense associated with the warrant liability. Trust Account Following the closing of the IPO on August 30, 2021, an amount of $128,397,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited in a trust account (the “Trust Account”) and may only be invested 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 the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of: (a) the completion of the initial Business Combination; (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation: (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination); or (ii) with respect to any other material provision relating to stockholders’ rights or pre-Business Combination activity; and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination), subject to applicable law. Initial Business Combination The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of 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, 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 the law or stock exchange listing requirements. The Company will provide the 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 voting on 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 franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially $10.15 per public share. The Company will have only 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate the initial Business Combination) (the “Combination Period”) to complete the initial Business Combination. If the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination by up to three additional three-month periods (up to a maximum of 21 months from the closing of the IPO). Pursuant to the terms of the Company’s certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate its initial Business Combination, the sponsor or its affiliates or designees must deposit into the trust account, for each additional three-month period, $1,265,000 ($0.10 per share), on or prior to the date of the deadline with respect to such three-month extension period. The sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s 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 warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period. The initial stockholders, Sponsor, executive officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder 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 and public shares in connection with a stockholder vote to approve an amendment to the certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period; or (B) with respect to any other material 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 if the Company fails to complete the initial Business Combination within the Combination Period, 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 the initial Business Combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 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 $10.15 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 the IPO 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 and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern Considerations As of March 31, 2022, the Company had $203,304 in cash and working capital of $102,151. The Company’s liquidity needs up to March 31, 2022 were satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 5) and from the IPO proceeds not held in the trust account. On September 3, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2022 and December 31, 2021, there was $337,000 and $0, respectively, outstanding under the Working Capital Loans. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Quarterly Report on Form 10-Q. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 30, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a 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. Management has determined that the 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. These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and the Russian military action in Ukraine and has concluded that while it is reasonably possible that the virus and/or such military action 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 condensed financial statements. These condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited condensed financial statements and notes thereto included in the Annual Form 10-K filed by the Company with the SEC on April 14, 2022. 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 the Company’s 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these 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 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. At March 31, 2022 and December 31, 2021, there were no cash equivalents that was recognized by the Company. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the Company had $128,408,365 and $128,400,078 in cash held in the Trust Account, respectively. 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 sheets. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, the 12,650,000 shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. As of March 31, 2022 and December 31, 2021, the shares of common stock reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 126,500,000 Less: Proceeds allocated to Public Warrants (10,141,998 ) Common stock issuance costs (8,257,504 ) Plus: Remeasurement of carrying value to redemption value 20,297,002 Class A common stock subject to possible redemption at redemption value $ 128,397,500 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company evaluated the Public Warrants and Private Placement Warrants to be issued in connection with the IPO (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants will be recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the Public Offering. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO. Transaction costs amounted to $8,998,713, of which $741,209 was allocated to expense associated with the warrant liability. Convertible Instruments The Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Net Income Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company did not consider the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,677,500 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income per common stock is the same as basic net income per common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock. For the three months For the period Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 3,189,308 $ 787,483 $ - $ (547 ) Denominator: Weighted-average shares outstanding 12,808,125 3,162,500 - — Basic and diluted net income (loss) per share $ 0.25 $ 0.25 $ - $ ( 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 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. 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 Corporation coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The 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 condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2022
Initial Public Offering Disclosure [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering Public Units On August 30, 2021, the Company sold 12,650,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,650,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one warrant to purchase one share of Class A common stock (the “Public Warrants”). Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 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 higher 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 Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A 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 Class A common stock upon exercise of a warrant unless Class A 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 Class A common stock underlying such Unit. The Company did not register the shares of Class A common stock issuable upon exercise of the warrants at the time of the IPO. 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 Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 60 business days 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 will have 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. 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 a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last sale price of the Class A 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 ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2022
Private Placement [Abstract]
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor and Maxim Partners LLC purchased an aggregate of 6,027,500 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,027,500. An aggregate of 5,395,000 Private Placement Warrants were purchased by the Sponsor and an aggregate of 632,500 Private Placement Warrants were purchased by Maxim Partners LLC. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor, Maxim Partners LLC or their permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor, Maxim Partners LLC or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units sold in the IPO.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares In April 2021, the Sponsor paid $25,000 of deferred offering costs on behalf of the Company in exchange for 2,875,000 shares of Common stock (the “founder shares”). In August 2021, the Company effected a stock dividend of 287,500 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 3,162,500 founder shares, including up to 412,500 of the founder shares subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was not exercised. All shares have been restated retroactively. As a result of the underwriters’ election to fully exercise their over-allotment option on August 30, 2021, none of the founder shares were subject to forfeiture any longer. The initial stockholders have agreed not to transfer, assign, or sell any of their founder shares until the earlier to occur of: (i) one year after the date of the consummation of the initial Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property, except to permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares (the “Lock-up”). Promissory Note - Related Party The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. Through August 30, 2021, the Company had borrowed $285,778 under the promissory note. On September 3, 2021, the Company repaid the promissory note balance of $285,778. Working Capital Loans On September 3, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000. In addition, 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 $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor and Maxim Partners LLC. On February 28, 2022 and March 21, 2022, the Sponsor agreed to loan the Company $174,000 and $163,000, respectively, as part of the Working Capital Loans. The promissory notes are non-interest bearing and payable upon consummation of the Company’s initial Business Combination. At the lender’s discretion, the promissory notes may be repayable in warrants of the post Business Combination entity at a price of $1.00 per warrant. On March 31, 2022, there was $337,000 of borrowings. The Company assessed the provisions of the convertible promissory notes under ASC 815-15. The derivative component of the obligations is initially valued and classified as derivative liabilities with an offset to a discount on the promissory notes. To calculate the value of the embedded derivative the Monte Carlo Model was utilized to fair value the underlying warrants and the compound option. The fair value of the conversion feature was zero at the dates of issuance and at March 31, 2022. (See Note 8) Administrative Service Fee The Company entered into an administrative services agreement on the effective date of the registration statement for the IPO pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support services. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022 and the period from February 18, 2021 through March 31, 2021, the Company has incurred $30,000 and $0 of administrative service fees, respectively. As of March 31, 2022 and December 31, 2021, the Company has payables of $20,000 and $10,000, respectively. The administrative services agreement was amended and restated on May 16, 2022. (See Note 9)

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the founder shares, representative’s common stock, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement signed on August 25, 2021, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company registers 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. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years after the effective date of the registration statement for the IPO and may not exercise their demand rights on more than one occasion. Underwriting Agreement The underwriter is entitled to a deferred underwriting discount of 3.6% of the gross proceeds of the Initial Public Offering, which included the exercise of the overallotment option, or $4,554,000, which is recorded as a Deferred underwriting fee and is held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Representative’s Common Stock The Company had agreed to issue to Maxim and/or its designees, 137,500 shares of common stock (or 158,125 shares if the underwriter’s over-allotment option is exercised in full) upon the consummation of the IPO. Upon closing of the IPO on August 30, 2021, the Company issued 158,125 shares of Class A common stock, with a fair value of $1,454,434, to Maxim, the representative of the underwriters, which is deemed compensation by FINRA and therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the IPO. Additionally, Maxim has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months from the closing of the IPO (or 21 months from the closing of the IPO if the Company extends the period of time to consummate the initial Business Combination). Right of First Refusal Subject to certain conditions, the Company granted to Maxim, for a period of 18 months from the closing of the Business Combination, a right of first refusal to act as book running manager and/or placement agent for any and all future private or public equity, equity-linked, convertible and debt offerings during such 18 month period for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the closing of the IPO. Financial Advisory Agreements In November 2021, the Company entered into agreements with PGP Capital Advisors and Vaughan Capital Advisors whereby such entities would provide financial advisory services to the Company. Pursuant to such agreements, the Company would pay monthly fees to such advisors in the aggregate amount of $25,000 and would reimburse such advisors for their out-of-pocket costs and expenses. The Company also agreed to pay to such advisors an aggregate success fee upon the closing of a business combination transaction equal to the sum of: (i) three percent of the transaction value of the target company in such business combination up to $100 million, plus (ii) two percent of the transaction value of the target company greater than $100 million up to $200 million, plus (iii) one percent of the transaction value of the target company above $200 million. The success fee shall be reduced by the monthly fees previously paid to the financial advisors. The financial advisors shall have the option to receive an equivalent dollar amount of warrants and/or shares of Class A common stock in lieu of cash up to twenty percent of the success fee payable.

Stockholders_ Deficit

Stockholders’ Deficit	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 7 - Stockholders’ Deficit Preferred Stock Class A Common stock Class B Common stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the 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 the IPO 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% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (not including the representative’s common stock) 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 private placement-equivalent warrants issued to the Sponsor, its affiliates, or certain of the Company’s officers and directors upon conversion of Working Capital Loans made to the Company).

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 8 - Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at 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: March 31, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: Money Market Funds held in Trust Account $ 128,408,365 $ 128,408,365 — — Liabilities: Working Capital Loans-conversion feature — — — — Public Warrants: Liabilities 2,403,500 2,403,500 — — Private Placement Warrants: Liabilities 1,149,715 — — 1,149,715 $ 3,553,215 $ 2,403,500 $ — $ 1,149,715 December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Money Market Funds held in Trust Account $ 128,400,078 $ 128,400,078 — — Liabilities: Public Warrants: Liabilities $ 5,313,000 $ 5,313,000 $ — $ — Private Placement Warrants: Liabilities 2,566,959 — — 2,566,959 $ 7,879,959 $ 5,313,000 $ — $ 2,566,959 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The Company established the initial fair value of the Public Warrants on August 30, 2021 using a Modified Black Scholes simulation model, and as of March 31, 2022 and December 31, 2021 by using the associated trading price of the Public Warrants. The Company established the initial fair value of the Private Placement Warrants on August 30, 2021 and on March 31, 2022 and December 31, 2021 by using a modified Black Scholes calculation. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Public Warrants were subsequently classified as Level 1 as the subsequent valuation was based upon the trading price of the Public Warrants. The following table presents the changes to Level 3 labilities for the year ended March 31, 2022 and December 31, 2021: Fair Value at January 1, 2021 $ - Initial fair value of public and private warrants 15,085,335 Transfer of public warrants to Level 1 (10,141,998 ) Change in fair value (2,376,378 ) Fair Value at December 31, 2021 $ 2,566,959 Change in fair value (1,417,244 ) Fair Value at March 31, 2022 $ 1,149,715 The key inputs into the Modified Black Scholes simulation, which is considered to be a Level 3 fair value measurement, as of August 30, 2021 and March 31, 2022 were as follows: (Initial Measurement) August 30, 2021 December 31, 2021 March 31, 2022 Risk-free interest rate 0.97 % 1.31 % 2.42 % Expected term remaining (years) 5.91 5.49 5.30 Expected volatility 17.0 % 7.7 % 3.0 % Stock price $ 9.197 $ 9.98 $ 10.04 The probability of a business combination was 90%, 90% and 80% at August 30, 2021, December 31, 2021 and March 31, 2022, respectively. Working Capital Loans-conversion feature The Company utilizes a Monte Carlo model to estimate the fair value of the conversion feature within the working capital loans which is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the conversion feature are recognized as non-cash gains or losses in the condensed statements of operations. The key assumptions in the model relate to expected share-price volatility, risk-free interest rate, exercise price, expected term and the probability of occurrence of the transaction. The expected volatility was based on the average volatility of SPACs that are searching for an acquisition target. The risk-free interest rate is based on interpolation of U.S. Treasury yields with a term commensurate with the term of the warrants. The Company anticipates the dividend yield to be zero. The expected term of the warrants is assumed to be the estimated date of a Business Combination. The estimated fair value of the conversion feature related to the working capital loans as of issuance and for the period ended March 31, 2022 are zero. The following are the primary assumptions used for the valuation of the conversion feature within the working capital loans: March 1, March 23, March 31, 2022 2022 2022 Warrant Valuation Terms Risk-free interest rate 1.58 % 2.34 % 2.42 % Term 5.40 5.34 5.23 Expected volatility 5.9 % 2.8 % 3.0 % Stock Price $ 10.01 $ 10.02 $ 10.04 Compound Option Terms Strike price-debt conversion $ 1.00 $ 1.00 $ 1.00 Strike price - warrants $ 11.50 $ 11.50 $ 11.50 Term - debt conversion 0.40 0.34 0.23 Term - warrant conversion 5.40 5.34 5.23 Probability of transaction 80 % 80 % 80 % Probability of transaction - Target Date 5/30/2022 40 % 40 % 40 % Probability of transaction - Target Date 8/30/2022 60 % 60 % 60 % The following table presents the changes in the fair value of the Level 3 conversion option: Working Capital Loans-Conversion Feature Fair value at issuance dates of March 1, 2022 and March 23, 2022 $ — Change in valuation inputs or other assumptions — Fair value as of March 31, 2022 $ — There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the period ended March 31, 2022 for the working capital loans-conversion feature.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
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 condensed financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustments or disclosures in the condensed financial statements. On May 16, 2022, the Company and Sphere 3D Corp. (“Sphere”) entered into Amendment No. 1 (the “Amendment”) of that certain Administrative Support Agreement dated August 25, 2022 by and between the Company and Sphere (the “Support Agreement”). Pursuant to the Amendment, the Company and Sphere agreed that, notwithstanding anything in the Support Agreement to the contrary, the monthly payment referenced in clause (i) of the Support Agreement shall, beginning with respect to the monthly period that begins on February 26, 2022 and ends on March 25, 2022, and continuing thereafter until the earlier of the consummation by the Company of an initial business combination or the liquidation of the Company, accrue without interest thereon and be due and payable on the earlier of the consummation by the Company of an initial business combination or the liquidation of the Company.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited condensed financial statements and notes thereto included in the Annual Form 10-K filed by the Company with the SEC on April 14, 2022.
Emerging Growth Company Status	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 the Company’s 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of these 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 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. At March 31, 2022 and December 31, 2021, there were no cash equivalents that was recognized by the Company.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, the Company had $128,408,365 and $128,400,078 in cash held in the Trust Account, respectively.
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 sheets. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, the 12,650,000 shares of Class A common stock are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. As of March 31, 2022 and December 31, 2021, the shares of common stock reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 126,500,000 Less: Proceeds allocated to Public Warrants (10,141,998 ) Common stock issuance costs (8,257,504 ) Plus: Remeasurement of carrying value to redemption value 20,297,002 Class A common stock subject to possible redemption at redemption value $ 128,397,500
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Liability	Warrant Liability The Company evaluated the Public Warrants and Private Placement Warrants to be issued in connection with the IPO (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants will be recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the Public Offering. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO. Transaction costs amounted to $8,998,713, of which $741,209 was allocated to expense associated with the warrant liability.
Convertible Instruments	Convertible Instruments The Company accounts for its promissory notes that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
Net Income Per Common Stock	Net Income Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company did not consider the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,677,500 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their exercise is contingent upon future events. As a result, diluted net income per common stock is the same as basic net income per common stock. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock. For the three months For the period Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 3,189,308 $ 787,483 $ - $ (547 ) Denominator: Weighted-average shares outstanding 12,808,125 3,162,500 - — Basic and diluted net income (loss) per share $ 0.25 $ 0.25 $ - $ ( 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 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.
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 Corporation coverage of $250,000. At March 31, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The 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 condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of common stock reflected on the balance sheet are reconciled	Gross proceeds from IPO $ 126,500,000 Less: Proceeds allocated to Public Warrants (10,141,998 ) Common stock issuance costs (8,257,504 ) Plus: Remeasurement of carrying value to redemption value 20,297,002 Class A common stock subject to possible redemption at redemption value $ 128,397,500
Schedule of basic and diluted net income per share	For the three months For the period Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 3,189,308 $ 787,483 $ - $ (547 ) Denominator: Weighted-average shares outstanding 12,808,125 3,162,500 - — Basic and diluted net income (loss) per share $ 0.25 $ 0.25 $ - $ ( 0.00 )

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of convertible promissory note draws the estimated fair value	March 31, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: Money Market Funds held in Trust Account $ 128,408,365 $ 128,408,365 — — Liabilities: Working Capital Loans-conversion feature — — — — Public Warrants: Liabilities 2,403,500 2,403,500 — — Private Placement Warrants: Liabilities 1,149,715 — — 1,149,715 $ 3,553,215 $ 2,403,500 $ — $ 1,149,715 December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Money Market Funds held in Trust Account $ 128,400,078 $ 128,400,078 — — Liabilities: Public Warrants: Liabilities $ 5,313,000 $ 5,313,000 $ — $ — Private Placement Warrants: Liabilities 2,566,959 — — 2,566,959 $ 7,879,959 $ 5,313,000 $ — $ 2,566,959
Schedule of changes to Level 3 labilities	Fair Value at January 1, 2021 $ - Initial fair value of public and private warrants 15,085,335 Transfer of public warrants to Level 1 (10,141,998 ) Change in fair value (2,376,378 ) Fair Value at December 31, 2021 $ 2,566,959 Change in fair value (1,417,244 ) Fair Value at March 31, 2022 $ 1,149,715
Schedule of modified black scholes simulation	(Initial Measurement) August 30, 2021 December 31, 2021 March 31, 2022 Risk-free interest rate 0.97 % 1.31 % 2.42 % Expected term remaining (years) 5.91 5.49 5.30 Expected volatility 17.0 % 7.7 % 3.0 % Stock price $ 9.197 $ 9.98 $ 10.04
Schedule of convertible promissory note draws the estimated fair value	March 1, March 23, March 31, 2022 2022 2022 Warrant Valuation Terms Risk-free interest rate 1.58 % 2.34 % 2.42 % Term 5.40 5.34 5.23 Expected volatility 5.9 % 2.8 % 3.0 % Stock Price $ 10.01 $ 10.02 $ 10.04 Compound Option Terms Strike price-debt conversion $ 1.00 $ 1.00 $ 1.00 Strike price - warrants $ 11.50 $ 11.50 $ 11.50 Term - debt conversion 0.40 0.34 0.23 Term - warrant conversion 5.40 5.34 5.23 Probability of transaction 80 % 80 % 80 % Probability of transaction - Target Date 5/30/2022 40 % 40 % 40 % Probability of transaction - Target Date 8/30/2022 60 % 60 % 60 %
Schedule of changes in the fair value of the Level 3 convertible promissory note	Working Capital Loans-Conversion Feature Fair value at issuance dates of March 1, 2022 and March 23, 2022 $ — Change in valuation inputs or other assumptions — Fair value as of March 31, 2022 $ —

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Sep. 03, 2021	Aug. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
Organization and Business Operations (Details) [Line Items]
Purchase price (in Dollars per share)		$ 10
Generating gross proceeds		$ 126,500,000	$ 6,027,500
Aggregate of private placement warrants (in Shares)			6,027,500
Purchase price			$ 1
Aggregate of private placement (in Shares)			5,395,000
Sponsor and an aggregate of private placement warrants (in Shares)			632,500
Underwriting fees			$ 2,403,500
Deferred underwriting fees			4,554,000
Other offering costs			586,779
Fair value of amount			1,454,434
Aggregate transaction costs			8,998,713
Allocated of expenses			741,209
Price per unit (in Dollars per share)		$ 10.15
Treasury obligations maturity period		185 days
Dissolution expenses			$ 100,000
Redeem percentage			100.00%
Public price per share (in Dollars per share)			$ 10.15
Deposit of trust account			$ 1,265,000
Underwriters exercise of per share (in Dollars per share)			$ 0.1
Public shares, description			(i) $10.15 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 $10.15 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 the IPO 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 and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
Liquidity cash			$ 203,304
Working capital deficit			102,151
Capital contribution			25,000
Sponsor loan amount			$ 300,000
Aggregate working capital	$ 500,000
Mandatory liquidation			12 months
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock, shares (in Shares)		12,650,000
Net proceeds		$ 128,397,500
Dissolution expenses		$ 100,000
Redeem percentage		100.00%
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Sale of stock, shares (in Shares)		1,650,000
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Working capital loans			$ 0	$ 337,000
Class A Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Share issued (in Shares)			158,125
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Transaction costs			$ 8,998,713

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash held in the Trust Account	$ 128,408,365	$ 128,400,078
Redemption value	12,650,000	$ 12,650,000
Transaction costs	8,998,713
Warrant liability expense	$ 741,209
Aggregate shares of common stock (in Shares)	18,677,500
Federal depository insurance corporation coverage amount	$ 250,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of common stock reflected on the balance sheet are reconciled	3 Months Ended
	Mar. 31, 2022USD ($)
Schedule of common stock reflected on the balance sheet are reconciled [Abstract]
Gross proceeds from IPO	$ 126,500,000
Less:
Proceeds allocated to Public Warrants	(10,141,998)
Common stock issuance costs	(8,257,504)
Plus:
Remeasurement of carrying value to redemption value	20,297,002
Class A common stock subject to possible redemption at redemption value	$ 128,397,500

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Class A [Member]
Numerator:
Allocation of net income (loss)		$ 3,189,308
Denominator:
Weighted-average shares outstanding		12,808,125
Basic and diluted net income (loss) per share		$ 0.25
Class B [Member]
Numerator:
Allocation of net income (loss)	$ (547)	$ 787,483
Denominator:
Weighted-average shares outstanding		3,162,500
Basic and diluted net income (loss) per share	$ 0	$ 0.25

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	1 Months Ended	3 Months Ended
	Aug. 30, 2021	Mar. 31, 2022
Initial Public Offering (Details) [Line Items]
Sale of stock, shares	12,650,000
Purchase price	$ 10
Warrant expiration date		5 years
Redemption of warrants, description		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 a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and  ●if, and only if, the last sale price of the Class A 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 ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock, shares	1,650,000
Business Combination [Member]
Initial Public Offering (Details) [Line Items]
Business combination,description		Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 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 higher of the Market Value and the Newly Issued Price.

Private Placement (Details)

Private Placement (Details)	3 Months Ended
	Mar. 31, 2022USD ($)shares
Private Placement [Abstract]
Aggregate of private placement warrants	6,027,500
Purchase price (in Dollars) | $	$ 1
Generating gross proceeds (in Dollars) | $	$ 6,027,500
Aggregate of private placement	5,395,000
Sponsor and an aggregate of private placement warrants	632,500
Saleable days	30 days

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Mar. 21, 2022	Sep. 03, 2021	Feb. 28, 2022	Aug. 31, 2021	Aug. 30, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021	Apr. 30, 2021
Related Party Transactions (Details) [Line Items]
Deferred offering costs									$ 25,000
Common stock exchange (in Shares)									2,875,000
Aggregate founder shares (in Shares)				3,162,500
Forfeiture shares (in Shares)				412,500
Promissory note					$ 285,778
Repaid promissory note		$ 285,778
Working capital		$ 500,000
Sponsor agreed loan	$ 163,000		$ 174,000
Borrowings							$ 337,000
Fair value							0
Sponsor payment							10,000
Administrative service fees						$ 0	30,000
Fees payable							20,000	$ 10,000
IPO [Member]
Related Party Transactions (Details) [Line Items]
Sponsor loan amount							300,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Stock dividend (in Shares)				287,500
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Convertible loan amount							$ 1,500,000
Warrant per share (in Dollars per share)							$ 1
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination price per share (in Dollars per share)							$ 1

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Aggregate amount	$ 25,000
Business combination transaction, description	The Company also agreed to pay to such advisors an aggregate success fee upon the closing of a business combination transaction equal to the sum of: (i) three percent of the transaction value of the target company in such business combination up to $100 million, plus (ii) two percent of the transaction value of the target company greater than $100 million up to $200 million, plus (iii) one percent of the transaction value of the target company above $200 million. The success fee shall be reduced by the monthly fees previously paid to the financial advisors. The financial advisors shall have the option to receive an equivalent dollar amount of warrants and/or shares of Class A common stock in lieu of cash up to twenty percent of the success fee payable.
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting discount		3.60%
Common stock share issued		137,500
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting shares		158,125
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Assets held in trust		$ 4,554,000
Class A Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock share issued		158,125	158,125
Common stock fair value		$ 1,454,434
Class A Common Stock [Member] | IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock share issued		158,125

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Shares subject to forfeiture	412,500
Converted basis percentage	20.00%
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common shares outstanding	12,808,125
Possible redemption (in Dollars)	$ 12,650,000
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	3,162,500

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - USD ($)	Mar. 31, 2022	Mar. 01, 2022	Dec. 31, 2021	Aug. 30, 2021
Fair Value Disclosures [Abstract]
Business combination, percentage	80.00%		90.00%	90.00%
Convertible promissory note (in Dollars)		$ 0

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Money Market Funds held in Trust Account	$ 128,408,365	$ 128,400,078
Working Capital Loans-conversion feature
Public Warrants: Liabilities	2,403,500	5,313,000
Private Placement Warrants: Liabilities	1,149,715	2,566,959
Total liabilities	3,553,215	7,879,959
Quoted Prices In Active Markets (Level 1) [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Money Market Funds held in Trust Account	128,408,365	128,400,078
Working Capital Loans-conversion feature
Public Warrants: Liabilities	2,403,500	5,313,000
Private Placement Warrants: Liabilities
Total liabilities	2,403,500	5,313,000
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Money Market Funds held in Trust Account
Working Capital Loans-conversion feature
Public Warrants: Liabilities
Private Placement Warrants: Liabilities
Total liabilities
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Money Market Funds held in Trust Account
Working Capital Loans-conversion feature
Public Warrants: Liabilities
Private Placement Warrants: Liabilities	1,149,715	2,566,959
Total liabilities	$ 1,149,715	$ 2,566,959

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements (Details) - Schedule of changes to Level 3 labilities - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of changes to Level 3 labilities [Abstract]
Balance	$ 2,566,959
Initial fair value of public and private warrants		15,085,335
Transfer of public warrants to Level 1		(10,141,998)
Change in fair value	(1,417,244)	(2,376,378)
Balance	$ 1,149,715	$ 2,566,959

Recurring Fair Value Measurem_6

Recurring Fair Value Measurements (Details) - Schedule of modified black scholes simulation - Black Scholes [Member] - $ / shares	1 Months Ended	3 Months Ended	10 Months Ended
	Aug. 30, 2021	Mar. 31, 2022	Dec. 31, 2021
Recurring Fair Value Measurements (Details) - Schedule of modified black scholes simulation [Line Items]
Risk-free interest rate	0.97%	2.42%	1.31%
Expected term remaining (years)	5 years 10 months 28 days	5 years 3 months 18 days	5 years 5 months 26 days
Expected volatility	17.00%	3.00%	7.70%
Stock price (in Dollars per share)	$ 9.197	$ 10.04	$ 9.98

Recurring Fair Value Measurem_7

Recurring Fair Value Measurements (Details) - Schedule of convertible promissory note draws the estimated fair value - $ / shares	Mar. 31, 2022	Mar. 23, 2022	Mar. 01, 2022
Warrant Valuation Terms
Risk-free interest rate	2.42%	2.34%	1.58%
Term	5 years 2 months 23 days	5 years 4 months 2 days	5 years 4 months 24 days
Expected volatility	3.00%	2.80%	5.90%
Stock Price (in Dollars per share)	$ 10.04	$ 10.02	$ 10.01
Compound Option Terms
Strike price-debt conversion (in Dollars per share)	1	1	1
Strike price - warrants (in Dollars per share)	$ 11.5	$ 11.5	$ 11.5
Term - debt conversion	2 months 23 days	4 months 2 days	4 months 24 days
Term - warrant conversion	5 years 2 months 23 days	5 years 4 months 2 days	5 years 4 months 24 days
Probability of transaction	80.00%	80.00%	80.00%
Target [Member]
Compound Option Terms
Probability of transaction	40.00%	40.00%	40.00%
Target one [Member]
Compound Option Terms
Probability of transaction	60.00%	60.00%	60.00%

Recurring Fair Value Measurem_8

Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 convertible promissory note	3 Months Ended
	Mar. 31, 2022USD ($)
Schedule of changes in the fair value of the Level 3 convertible promissory note [Abstract]
Fair value at issuance dates of March 1, 2022 and March 23, 2022
Change in valuation inputs or other assumptions
Fair value as of March 31, 2022